Tuesday,

December 12, 2006

Part VI

Securities and
Exchange
Commission
17 CFR Parts 232, 239, et al.
Electronic Filing of Transfer Agent
Forms; Final Rule
jlentini on PROD1PC65 with RULES5

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 74698 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
SECURITIES AND EXCHANGE
COMMISSION
17 CFR Parts 232, 239, 240, 249, 249b,
269, and 274
[Release No. 34–54864; File No. S7–14–06]
RIN 3235–AJ68
Electronic Filing of Transfer Agent
Forms
AGENCY:Securities and Exchange
Commission.
ACTION: Final rule.
SUMMARY: The Securities and Exchange
Commission (‘‘Commission’’) is
adopting amendments to the rules and
forms under Section 17A of the
Securities Exchange Act of 1934 (‘‘Act’’)
to require that the forms filed with
respect to transfer agent registration,
annual reporting, and withdrawal from
registration be filed with the
Commission electronically. The forms
will be filed on the Commission’s
EDGAR database in XML format and
will be accessible to Commission staff
and the public for search and retrieval.
The amendments will improve the
Commission’s ability to utilize the
information reported on the forms in
performing its oversight function of
transfer agent operations and to publicly
disseminate the information on the
forms.
DATES: Effective Date: January 11, 2007.
FOR FURTHER INFORMATION CONTACT: Jerry
Carpenter, Assistant Director, or
Catherine Moore, Special Counsel,
Office of Clearance and Settlement,
Division of Market Regulation,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–6628 or at (202) 551–5710. For
assistance with technical questions
about EDGAR, call the EDGAR Filer
Support Office at (202) 551–8900.
SUPPLEMENTARY INFORMATION:
I. Introduction
On September 11, 2006, the
Commission published a proposed
rulemaking in the Federal Register to
require transfer agents to file Form TA–
1, Form TA–2, and Form TA–W
(‘‘transfer agent forms’’)1 electronically
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through the Commission’s Electronic
Data Gathering, Analysis, and Retrieval
1 17 CFR 249b.100, 249b.101, and 249b.102,
respectively.
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(‘‘EDGAR’’)2 system.3 The Commission
has developed a new application in
EDGAR (‘‘EDGARLite’’) that enables
filers to prepare an electronic version of
transfer agent forms using a commercial
software package, Microsoft InfoPath
2003 (‘‘MS InfoPath’’) TM, and to submit
the forms to EDGAR over an Internet
connection.4 Transfer agents will not be
required to use the EDGARLite
application to prepare the forms,
although it is likely that most will
choose to do so.
An electronic filing system for
transfer agent forms will streamline the
filing process, improve the
Commission’s ability to register and
monitor transfer agents, and facilitate
the retrieval and public dissemination
of the data collected on the forms. The
purpose of the amendments is to change
the manner in which the forms are
submitted to the Commission; the
substance of the information reported
will not change. We are adopting the
amendments to the rules and forms to
implement the new filing system and to
require that Forms TA–1, TA–2, and
TA–W be filed electronically. To
comply with an electronic filing
requirement, transfer agents will need to
have a computer that meets the system
requirements in the EDGAR Filer
Manual and Internet access and a web
browser to download the forms from an
EDGAR Web site and transmit the
completed forms. Transfer agents will
also have to apply for and obtain access
to EDGAR prior to filing the forms
electronically in EDGAR.
We received six comments from five
commenters.5 One commenter strongly
supported the proposal. Three of the
commenters objected to the proposal on
2 EDGAR is the Commission’s computer system
for the receipt, acceptance, review, and
dissemination of documents submitted in electronic
format. The term electronic format means the
computerized format of a document prepared in
accordance with the EDGAR Filer Manual. 17 CFR
232.11.
3 Securities Exchange Act Release No. 54356
(August 24, 2006), 71 FR 53494 [File No. S7–14–
06].
4 The application will produce an Extensible
Markup Language (‘‘XML’’) version of the filing
with all data elements identified through XML tags.
A ‘‘tag’’ is an identifier that highlights specific
information to EDGAR that is in the format required
by the EDGAR Filer Manual. 17 CFR 232.11
5 Kevin Kopaunik, Fidelity Transfer Company,
dated August 31, 2006; Loren K. Hanson, Director,
Investor Relations, Otter Tail Corporation, dated
August 31, 2006; Loren K. Hanson, Assistant
Secretary, Otter Tail Corporation, dated October 4,
2006; Angie Orr, Senior Legal Assistant, American
Century Services, LLC, dated October 19, 2006;
Diane M. Butler, Director of Transfer Agency &
International Operations, Investment Company
Institute, dated October 26, 2006; and Christeena G.
Naser, Senior Counsel for Regulatory and Trust
Affairs, American Banker Association, dated
November 2, 2006.
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the grounds that an electronic filing
requirement would be more
burdensome than the current
requirement that the forms be filed in
paper format. Two commenters
suggested we make minor changes or
clarifications to Form TA–2. For the
reasons discussed below, we are
adopting the amendments substantially
as proposed.
II. Background
A. Transfer Agent Forms
Section 17A(c)(1) of the Act requires
an entity that performs the function of
a transfer agent with respect to a
security registered under Section 12 of
the Act to register with that entity’s
appropriate regulatory agency
(‘‘ARA’’).6 Depending on the type of
entity that is registered as a transfer
agent, the ARA is either the Comptroller
of the Currency, the Board of Governors
of the Federal Reserve System, the
Federal Deposit Insurance Corporation,
or the Commission.7 There are currently
785 registered transfer agents, of which
519 are registered with the Commission
and 266 are registered with the other
ARAs.
There are three transfer agent forms
filed with the Commission: (1) Form
TA–1, Uniform Form for Registration as
a Transfer Agent and for Amendment to
Registration Pursuant to Section 17A of
the Securities Exchange Act of 1934;
(2) Form TA–2, Form for Reporting
Activities of Transfer Agents Registered
Pursuant to Section 17A of the
Securities Exchange Act of 1934; and
(3) Form TA–W, Notice of Withdrawal
From Registration as a Transfer Agent.
Only transfer agents that are registered
with the Commission file Form TA–1
and Form TA–W with the Commission.
All transfer agents, however, whether
they are registered with the Commission
or another ARA, file Form TA–2 with
the Commission. The Commission uses
the information on the transfer agent
forms to review and approve an entity’s
6 15 U.S.C. 78q–1(c)(1).
7 15 U.S.C. 78c(a)(34)(B). When used with respect
to a clearing agency or transfer agent, the term
‘‘appropriate regulatory agency’’ means: (i) The
Comptroller of the Currency, in the case of a
national bank or a bank operating under the Code
of Law for the District of Columbia, or a subsidiary
of any such bank; (ii) the Board of Governors of the
Federal Reserve System, in the case of a State
member bank of the Federal Reserve System, a
subsidiary thereof, a bank holding company, or a
subsidiary of a bank holding company which is a
bank other than a bank specified in clause (i) or (ii)
of this subparagraph; (iii) the Federal Deposit
Insurance Corporation, in the case of a bank insured
by the Federal Deposit Insurance Corporation (other
than a member of the Federal Reserve System), or
a subsidiary thereof; and (iv) the Commission in the
case of all other clearing agencies and transfer
agents.
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 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
application for registration as a transfer
agent, maintain current information
about transfer agents, and monitor the
operations performed by and the
services provided by transfer agents.
The information filed on the Form
TA–1, Form TA–2, and Form TA–W is
publicly available.
Over 1,000 transfer agent forms are
filed with the Commission each year.
The Commission receives new or
amended transfer agent registrations on
Form TA–1 and withdrawals from
registration on Form TA–W; however,
most of the transfer agent forms received
by the Commission are the annual
reports filed by transfer agents on Form
TA–2, which are required to be filed
with the Commission during the three-
month period between January 1 and
March 31.8 Although all registered
transfer agents are required to file a
Form TA–2, the Commission receives
fewer Forms TA–2 than there are
registered transfer agents. This may be
because some registered transfer agents
have dissolved without filing a Form
TA–W, the paper Form TA–2 was lost
or misdirected, or some transfer agents
are not meeting the Form TA–2 filing
requirement.
To facilitate public dissemination of
the information, the Commission staff
enters basic information from the forms
into EDGAR, including the name and
address of the transfer agent, the transfer
agent’s registration number, and the
date the form was filed with the
Commission. This data is then
disseminated on the EDGAR section of
the Commission’s Web site.9 In order to
view all of the information on a form,
however, members of the public must
request a hard copy of the form from the
Commission’s public reference room or
obtain the information from a third
party information service company for a
fee.
B. Electronic Filing of Transfer Agent
Forms
The electronic filing system for
transfer agent forms will be beneficial
for transfer agents, investors, and the
Commission. Under the new electronic
filing requirement, each answer
provided by the transfer agent will be
formatted as an XML data tag. XML is
a widely used text format that allows for
the flexible use and exchange of data.
The Commission designed the filing
system to use XML data tags so that all
8 17 CFR 240.17Ac2–2. For the years 2003
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through 2005, the Commission received an average
of 1,069 transfer agent forms each year, including
41 Forms TA–1, 247 amended Forms TA–1, 709
Forms TA–2, 31 amended Forms TA–2, and 39
Forms TA–W.
9 http://www.sec.gov/edgar.shtml.
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of the information filed by transfer
agents could be used by Commission
staff and the public for searches,
retrievals, and data analysis. To
facilitate the filing of the information as
XML data tags, the Commission
developed EDGARLite to provide filers
with an easy to use, form-driven tool
that can gather information and convert
it to XML. EDGARLite uses form
templates created by the Commission
with a commercial ‘‘off the shelf’’
software package, MS InfoPath.TM
Transfer agents would need to have MS
InfoPathTM installed on their computers
in order to use EDGARLite.
As an alternative to purchasing the
software, transfer agents could prepare
the forms outside of EDGARLite by
creating an XML tagged version of the
filing as an ASCII document using
technical specifications that would be
available on the Commission’s Web
site.10 This is a permissible means of
filing because the amendments require
only that the information reported on
the forms be submitted in the electronic
format set forth in the EDGAR Filer
Manual and do not require that transfer
agents use EDGARLite. Preparing XML
data tags in ASCII text language would
require some technical expertise on the
part of the filer, however, and the
Commission expects that most transfer
agents would choose to purchase the
software and prepare the forms using
EDGARLite.11 As another alternative,
transfer agents could hire a third party
to prepare and submit the electronic
forms for them; however, this filing
method would likely cost the transfer
agent more than purchasing the MS
InfoPath TM software.
Regulation S–T sets forth the rules
governing electronic filing in EDGAR.
The EDGAR Filer Manual, which is
promulgated by the Commission under
Rule 301 of Regulation S–T,12 provides
the instructions and technical
requirements for submitting filings to
EDGAR. In preparation for electronic
filing, transfer agents should review
Regulation S–T and the relevant
portions of the EDGAR Filer Manual,
Volume I (General Information).13 In
particular, transfer agents should review
Section 2.5 of Volume I, which provides
10 An ASCII document is an electronic text
document that has contents limited to American
Standard Code for Information Interchange
(‘‘ASCII’’) characters. 17 CFR 232.11
11 Third party software developers may also use
the technical specifications to create a software
product to compete with or enhance the EDGARLite
application.
12 17 CFR 232.301.
13 Transfer agents may download the latest
version of the Filer Manual from the Commission’s
Web site http://www.sec.gov under the section
‘‘Information for EDGAR Filers.’’
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the EDGAR hardware and software
requirements, Section 3 of Volume I,
which provides instructions on
becoming an EDGAR filer, and Section
6 of Volume I, which provides
instructions for filing on EDGAR.
The Commission has drafted a new
section of Volume II (EDGAR Filing) of
the EDGAR Filer Manual which
provides detailed instructions for
preparing forms using EDGARLite. The
updates to Volume II have not yet been
adopted; however, the Commission, has
posted a draft on its Web site 14 so that
filers and other third parties may review
and comment on the draft section. Any
EDGAR Filer Manual draft is subject to
Commission approval and may be
revised prior to approval or not
approved at all.15 The new section will
be adopted and effective prior to the
January 1, 2007 effective date of these
amendments.
The Commission is amending
Regulation S–T, Rules 17Ac2–1, 17Ac2–
2, and 17Ac3–1, and Form TA–1, Form
TA–2, and Form TA–W to mandate that
all transfer agent forms filed with the
Commission be filed in electronic
format.16 However, transfer agents that
believe filing in electronic format is
unduly burdensome will be able to
apply for a continuing hardship
exemption from the electronic filing
requirement pursuant to Rule 202 of
Regulation S–T.17 Rule 202 provides
that an electronic filer may apply in
writing for a continuing hardship
exemption if the filing cannot be
submitted to the Commission in
electronic format without undue burden
or expense. The Commission determines
whether to grant or to deny the
application based on whether the
exemption is appropriate and is
consistent with the public interest and
the protection of investors.
For the first year of electronic filing
only, transfer agents that are registered
with the Commission will be required to
14 http://www.sec.gov/info/edgar/
edmanuals95_d.htm
15 Any draft of the EDGAR Filer Manual that is
posted before Commission approval of potential
regulatory changes is provided as a service to the
filing community to assist filers, agents, and
software developers prepare for potential changes
Commission staff anticipates. The Commission
retains the right to change any part of the manual
before the new system release is made final and the
posting of the draft manual does not indicate
Commission approval of any pending proposed
changes relating to the potential changes reflected
in the draft manual.
16 A paper copy version of the forms and
instructions will be available from the Commission
Publications Office and on the Commission’s Web
site for information purposes and for use by transfer
agents that were granted a hardship exemption from
electronic filing under Rule 202 of Regulation S–T.
17 17 CFR 232.202.
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file an amended Form TA–1 before they
file a Form TA–2.18 By so requiring, the
Commission will be able to establish a
complete and current record of
registration information for transfer
agents registered with the Commission
in a single, centralized, and searchable
database. Form TA–1 collects important
information regarding transfer agents,
such as name, address, organizational
structure, and control persons. The
requirement to file an amended Form
TA–1 when the electronic filing system
first becomes effective will make the
data previously reported on the paper
form readily available electronically for
Commission use and public
dissemination. Additionally, the
requirement is designed to ensure that
transfer agents have a complete
electronic version of the form to use as
a template for future amendments. It
will provide an opportunity for transfer
agents to make sure that their Form TA–
1 is current and that all amendments to
correct inaccurate, misleading, or
incomplete information are made.
Because transfer agents are required to
maintain a copy of Form TA–1 and any
amendments to Form TA–1 with their
records,19 they should have all the
information necessary to complete and
electronically file an amended Form
TA–1.
The amendments will be effective
January 11, 2007. Accordingly,
registered transfer agents should be
prepared to file their Forms TA–2 for
the 2006 reporting period, which are
due to be filed by March 31, 2007, and
an amended Form TA–1 for those
transfer agents registered with the
Commission, electronically on EDGAR.
III. Amendments
The amendments make the following
changes to Rules 17Ac2–1, 17Ac2–2,
and 17Ac3–1, Regulation S–T, and to
Form TA–1, Form TA–2, and Form TA–
W and the instructions to the forms as
well as to Form ID.
A. Changes to Rules 17Ac2–1, 17Ac2–2,
and 17Ac3–1 To Require Electronic
Filing
The amendments add a paragraph to
each of Rules 17Ac2–1, 17Ac2–2, and
17Ac3–1 to require electronic filing of
Form TA–1, Form TA–2, and Form TA–
W, respectively, on the Commission’s
EDGAR system. The amendments
require transfer agents to file their forms
according to the instructions on the
forms and in the EDGAR Filer Manual.
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18 Transfer agents registered with an ARA other
than the Commission do not file Form TA–1 or
Form TA–W with the Commission and accordingly
would not be subject to this requirement.
19 Instruction I.D. to Form TA–1.
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Although the amendments to Rules
17Ac2–1, 17Ac2–2, and 17Ac3–1
mandate electronic filing, transfer
agents will still be able to apply for a
hardship exemption under Rule 202 of
Regulation S–T which would allow
them to continue to file the forms in
paper format. The Commission will
review each application on a case by
case basis and in its discretion may
grant an exemption if the transfer agent
is able to show that electronic filing is
unduly burdensome and that granting
the exemption would benefit the public
interest and protection of investors.
Because transfer agents cannot rely on
receiving a hardship exemption, we
recommend that all transfer agents
review the system requirements and
EDGAR Filer Manual and be prepared to
submit the forms on EDGAR.
The Commission received six
comment letters on the proposal from
five commenters.20 One commenter
strongly supports the proposal 21 and
three of the commenters oppose the
proposal on the grounds that it requires
computer software and systems as well
as experience with EDGAR that the
transfer agent or its staff may not have.22
The fifth commenter requested changes
that relate only to Form TA–2 which is
discussed in Section III.D. of this
release.23 The commenters who object
to the proposal stated that the expense
of meeting the new requirement
competitively disadvantages small
transfer agents and that these transfer
agents should not have to bear the
expense of a proposal which they
believe serves primarily to benefit the
Commission. One commenter stated that
the public does not have any need to
access the information reported on the
transfer agent forms because transfer
agents are not public companies and do
20 Kevin Kopaunik, Fidelity Transfer Company,
dated August 31, 2006; Loren K. Hanson, Director,
Investor Relations, Otter Tail Corporation, dated
August 31, 2006; Loren K. Hanson, Assistant
Secretary, Otter Tail Corporation, dated October 4,
2006; Angie Orr, Senior Legal Assistant, American
Century Services, LLC, dated October 19, 2006;
Diane M. Butler, Director of Transfer Agency &
International Operations, Investment Company
Institute, dated October 26, 2006; and Christeena G.
Naser, Senior Counsel for Regulatory and Trust
Affairs, American Banker Association, dated
November 2, 2006.
21 Diane M. Butler, Director of Transfer Agency &
International Operations, Investment Company
Institute, dated October 26, 2006.
22 Kevin Kopaunik, Fidelity Transfer Company,
dated August 31, 2006; Loren K. Hanson, Director,
Investor Relations, Otter Tail Corporation, dated
August 31, 2006; Loren K. Hanson, Assistant
Secretary, Otter Tail Corporation, dated October 4,
2006; and Christeena G. Naser, Senior Counsel for
Regulatory and Trust Affairs, American Banker
Association, dated November 2, 2006.
23 Christeena G. Naser, Senior Counsel for
Regulatory and Trust Affairs, American Banker
Association, dated November 2, 2006.
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not solicit investments and that a person
interested in obtaining such information
may acquire it directly from the transfer
agent.24 This filer also suggested that
electronic filing be optional and not
mandatory. Two of the commenters also
stated that although they find electronic
filing on EDGAR to be burdensome, a
PDF attachment or an internet based
form that does not require special
software would be feasible.25 One
commenter also expressed concerns
about necessary software upgrades and
any associated costs.26
The Commission is very sensitive to
the cost concerns of small transfer
agents. The EDGARLite program was
designed to keep the costs to filers low
and, while electronic filing may require
EDGAR skills and computer systems
that all transfer agents do not currently
have, we believe any costs transfer
agents may be required to incur are
reasonable. The amendments to
mandate electronic filing are necessary
to ensure that the information reported
by transfer agents is complete, accurate,
and stored in a single, centralized
database and that the information is
publicly available in an easily
searchable format. To achieve this goal,
electronic submissions must be
formatted as XML data tags and
submitted on EDGAR. Forms submitted
as PDF attachments are not usable for
analytical tools such as data aggregation,
statistical analysis, and report
generation. The Commission designed
EDGARLite to utilize commercial
software because it was the most cost-
efficient way to allow information
reported on a relatively small number of
forms to be filed on EDGAR as tagged
data in XML format. It would not be
economically feasible for the
Commission to develop an EDGAR
application for transfer agent forms
without using commercial software or
for the Commission to develop more
than one electronic filing system for
transfer agent forms. The Commission
considered the costs of the commercial
software very carefully and chose
software that we believed would best
meet our needs for the EDGARLite
functionality, including ease of use and
data validation, and that we believed
would be affordable for all filers. There
may occasionally be upgrades to the
24 Kevin Kopaunik, Fidelity Transfer Company,
dated August 31, 2006.
25 Loren K. Hanson, Assistant Secretary, Otter
Tail Corporation, dated October 4, 2006 and
Christeena G. Naser, Senior Counsel for Regulatory
and Trust Affairs, American Banker Association,
dated November 2, 2006.
26 Christeena G. Naser, Senior Counsel for
Regulatory and Trust Affairs, American Banker
Association, dated November 2, 2006.
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software; however, transfer agents
would only have to purchase upgraded
software if the Commission makes
changes to the EDGARLite application
that use the features of the upgraded
version of the software. Transfer agents
who have not filed on EDGAR before
will have to train staff to file the transfer
agent forms on EDGAR; however, the
EDGAR Filer Manual provides detailed
instructions for each step of the filing
process. Transfer agents will also have
the option of applying for a continuing
hardship exemption under Rule 202 of
Regulation S–T to file in paper format
if they believe the electronic filing
requirement would cause them undue
burden or expense.
For these reasons, we believe that any
additional costs the electronic filing
requirement may impose on transfer
agents are necessary and reasonable in
order to improve and modernize the
Commission’s filing program for transfer
agent forms. Furthermore, we believe
that the proposal benefits the investing
public and transfer agents and not just
to the Commission. Transfer agents act
as the agents of issuers of securities and
oversee such functions as stock transfers
and dividend payments. With respect to
the comment that the public does not
need access to the information on the
forms, we note that the Commission
frequently receives requests for transfer
agent data from issuers, who may be
interested in hiring a transfer agent, and
from investors, who may be seeking to
contact the transfer agent or who want
assurance that the transfer agent is
registered and is current in all its filings
with the Commission. Additionally,
electronic filing will substantially
improve the Commission’s ability to
monitor and regulate transfer agent
activities. This benefit to the
Commission will benefit the investing
public as a whole because it will help
to ensure that transfer agents are
registered and are operating in
conformance with the requirements
under Section 17A of the Act.
For these reasons, we are adopting the
amendments to Rules 17Ac2–1, 17Ac2–
2, and 17Ac3–1 to require electronic
filing substantially as proposed.
B. Amendments to Regulation S–T
The Commission proposed to amend
Regulation S–T to mandate the
submission of the transfer agent forms
in electronic format and to exclude the
transfer agent forms from the
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applicability of Rule 104, and Rule 201.
The Commission did not receive any
comments on the proposed amendments
to Regulation S–T and we are adopting
them as proposed.
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1. Rule 101(a), Mandated Electronic
Submissions
Rule 101(a) of Regulation S–T lists the
filings that must be submitted to the
Commission in electronic format.27 The
Commission is amending Rule 101(a) to
mandate that Form TA–1, Form TA–2,
and Form TA–W be submitted to the
Commission in electronic format.
2. Rule 104, Unofficial PDF Copies
Included in an Electronic Submission
Rule 104 of Regulation S–T provides
that an electronic submission may
include one unofficial portable
document format (‘‘PDF’’) copy of each
electronic document contained within a
submission, tagged in the format
required by the EDGAR Filer Manual.28
The purpose of this rule is to allow
filers to provide a copy of their
submission in a format that creates a
structured, easy to read document for
public dissemination.
The electronic transfer agent forms are
easy to read in the format in which they
are submitted, and it will be
unnecessary to have a PDF version of
the forms submitted. Additionally, we
do not believe transfer agents will find
any need to submit an unofficial copy
of their filings in PDF format. Therefore,
the Commission is amending Rule
104(a) to prohibit filers from including
an unofficial PDF copy of Form TA–1,
Form TA–2, or Form TA–3 in an
electronic submission.
3. Rule 201, Temporary Hardship
Exemption
Rule 201 of Regulation S-T provides
procedures for a temporary exemption
from mandated electronic filing when,
due to unanticipated technical
difficulties, an electronic filer cannot
submit its filing in electronic format by
the filing date.29 The filer may submit
the filing in paper format no later than
one business day after the filing was to
be made with the Commission, and the
filer must submit an electronic format
copy of the form within six business
days of filing the paper format
document. Form TA–1 and Form TA-W
do not have specified filing dates, and
Form TA–2 may be filed any time
between January 1 and March 31.30 As
a result, the Commission does not
believe that there would be many cases
where transfer agents would need the
temporary hardship exemption.
If it is necessary that a transfer agent
form be filed with the Commission on
a date certain, there are two means by
27 17 CFR 232.101(a).
28 17 CFR 232.104(a).
29 17 CFR 232.201.
30 17 CFR 240.17Ac2–2(a).
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74701
which the Commission typically would
adjust the effective or filing date of a
transfer agent form. First, the
Commission has the authority under
Section 17A(c) of the Act to accelerate,
delay, or postpone the effective date of
Form TA–1 and Form TA–W.31 Second,
Rule 13(b) of Regulation S–T provides
that the Commission may adjust the
filing date of an electronic filing, which
would include Form TA–1, Form TA–2,
or Form TA–W, if the filer in good faith
attempts to file with the Commission in
a timely manner but the filing is delayed
due to technical difficulties beyond the
filer’s control.32 Accordingly, the
Commission is amending Rule 201(a) to
exclude the transfer agent forms from
the applicability of Rule 201.
C. Miscellaneous Amendments
The Commission proposed
miscellaneous amendments to Rules
17Ac2–1, 17A2–2, and 17Ac3–1 to
remove outdated information. We did
not receive any comments on the
proposed amendments and are adopting
them as proposed.
1. Revision to Rule 17Ac2–1
The amendments will integrate the
SEC Supplement to Form TA–1 into the
body of the form as Questions 8 through
10. As a result, there will no longer be
a separate SEC Supplement.
Consequently, the Commission is
deleting the reference in Rule 17Ac2–1
to the SEC Supplement.
2. Deletion of Paragraph (c) in Rule
17Ac2–2
Paragraph (c) was added to Rule
17Ac2–2 as an amendment in June
2000.33 The amendment changed the
end of the annual reporting period for
transfer agents from June 30 to
December 31 of the calendar year.
Paragraph (c) was added to Rule 17Ac2–
2 to provide that transfer agents would
not be required to file the annual report
for the period ending June 30, 2000.
Because this provision is no longer
necessary, the Commission is removing
it from the rule.
3. Reference to 17A(c)(3)(C) in Rule
17Ac3–1
Rule 17Ac3–1 implements the section
of the Act that permits a transfer agent
to withdraw from registration. The rule
31 15 U.S.C. 78q–1(c)(2), (c)(4)(A) and (B), and 17
CFR 240.17Ac2–1(a) and 240.17Ac3–1(b).
32 17 CFR 232.13(b). The filer must request an
adjustment of the filing date, and the Commission
or its staff, pursuant to delegated authority, may
grant the request if it appears that such adjustment
is appropriate and consistent with the public
interest and the protection of investors.
33 Securities Exchange Act Release No. 42892
(June 2, 2000), 65 FR 36602 (June 9, 2000).
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 74702 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
currently cites that section as
17A(c)(3)(C) of the Act; however, when
the Act was amended in 1987, section
17A(c)(3)(C) was redesignated as
17A(c)(4).34 The Commission is
amending Rule 17Ac3–1 to reflect the
change.
D. Amendments to Form TA–1, Form
TA–2, and Form TA–W
The Commission proposed a number
of amendments to the forms and
instructions to reflect the requirement
that they be submitted to EDGAR in
electronic format and to amend
outdated requests for information. We
received two comment letters requesting
that we make a minor changes or
clarifications to Form TA–2.35 Both
commenters requested a change to
Questions 8(c) and 9(a) in Form TA–2
to allow a ‘‘Not Applicable’’ response.
Questions 8(c) and 9(a) currently allow
only a ‘‘Yes’’ or ‘‘No’’ response and the
commenter stated that there are some
cases where a ‘‘Not Applicable’’
response is appropriate. After reviewing
Questions 8(c) and 9(a), we have
determined that the change is
appropriate and will have it made to the
form.36 One commenter also asked two
interpretative questions with respect to
Questions 4(a) and 10(a) of Form
TA–2.37 That commenter asked if
Question 4(a), which requests the
number of items received for transfer
during the reported period, should
include transfers of ownership (e.g., a
transfer from an individual to a trust)
involving open-end fund shares. After
reviewing the comment we have
determined that such transfers of
ownership should be disclosed in
Question 4(a). The commenter also
asked if Question 10(a), which requests
the number of open-end investment
company transactions processed, should
include ownership changes (e.g.,
individual to trust). After reviewing the
comment we have determined that such
ownership changes should be disclosed
in Question 10(a) as transactions
processed.
We are adopting the amendments to
the forms and instructions substantially
34 Pub. L. 100–181 (S 1452), § 322(3), 101 Stat
1249, December 4, 1987.
35 Diane M. Butler, Director of Transfer Agency &
International Operations, Investment Company
Institute, dated October 26, 2006; and Christeena G.
Naser, Senior Counsel for Regulatory and Trust
Affairs, American Banker Association, dated
November 2, 2006.
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36 The changes to Questions 8(c) and 9(a) of Form
TA–2 will be made in the EDGAR Release
scheduled for February 2007.
37 Diane M. Butler, Director of Transfer Agency &
International Operations, Investment Company
Institute, dated October 26, 2006.
VerDate Aug<31>2005 18:16 Dec 11, 2006 Jkt 211001 PO 00000
as proposed. Listed below is a summary
of the amendments.
1. Amendments to All Forms and
Instructions
The Commission is making the
following amendments to Forms TA–1,
TA–2, and TA–W:
i. Amend the instructions to require
the forms to be filed electronically in
EDGAR.
ii. Replace current instructions
regarding how and where to file the
forms with instructions for filing
through EDGAR.
iii. Amend Question 1 to require
information about the filer that is
required for EDGAR filing.38
iv. Amend the forms to allow the
transfer agent to include a cover letter
or other correspondence as an
attachment to the form.
v. Amend the forms and instructions
to provide that the forms must be
executed with an electronic signature
pursuant to Rule 302, Signatures, of
Regulation S–T.39
The amendments to the forms and
instructions will also include
nonsubstantive format changes that are
related to electronic filing using the
EDGARLite templates. Such format
changes include drop down data blocks
that allow the filer to insert additional
information to a question (instead of
using attached sheets, schedules, or
supplements), data fields that are
designated as required fields, radio
buttons that limit the filer to specific
answers to a question, and hidden data
fields for questions that are not
applicable to the filer.40 Filers that
submit the information reported on the
forms without using EDGARLite will
not be affected by these amendments.
2. Amendments to Form TA–1 and
Instructions
i. The instructions are amended to
require a registered transfer agent to file
an amended Form TA–1 in electronic
format before it can file a Form TA–2 or
Form TA–W in electronic format.
38 See EDGAR Filer Manual, Volume I (General
Information).
39 17 CFR 232.302. Rule 302 provides that a
signature to any electronic submission must be
provided in typed rather than manual format. Each
signatory is required to manually sign a signature
page or other document authenticating,
acknowledging, or otherwise adopting his or her
signature that appears in typed form within the
electronic filing before or at the time the electronic
filing is made. Such document must be retained by
the filer for a period of five years and must be
furnished to the Commission or its staff upon
request.
40 Filers can view the blank form in its entirety
by checking the box at the top of the form that
expands the form to show all fields. Filers can also
print the blank form using this mechanism.
Frm 00006 Fmt 4701 Sfmt 4700 E:\FR\FM\12DER5.SGM
ii. A feature is added to allow the
transfer agent to designate a filing as an
amended filing. The instructions are
amended to reflect this feature.
iii. Question 2, ‘‘Filing Status,’’ is
deleted because the question is moved
to the top section of the form.
iv. Question 6, ‘‘Service Companies
Engaged by the Filer,’’ is amended to
request the file number of the service
company. The purpose of this
amendment is to enable the Commission
or other interested parties to confirm the
identity of the service company engaged
by the filer.
v. Question 7, ‘‘Filer Engaged as a
Service Company by a Named Transfer
Agent,’’ is amended to request the file
number of the named transfer agent. The
purpose of this amendment is to enable
the Commission or other interested
parties to confirm the identity of the
named transfer agent.
vi. Form TA–1 Supplement, ‘‘Control
Person Information’’ for Corporations
(Schedule A), Partnerships (Schedule
B), and Other Entities (Schedule C), is
integrated into the form as Questions 8
through 10.
vii. Form TA–1 Supplement, ‘‘Control
Person Information,’’ is amended to
delete Schedule D because Schedule D
is a blank sheet that provides additional
space for responses and is not necessary
in the electronic form.
viii. Form TA–1 Supplement,
‘‘Control Person Information’’ for
Corporations (Schedule A), Partnerships
(Schedule B), and Other Entities
(Schedule C) currently requests the
social security number of control
persons. We are amending this question
to delete the request for the social
security number because of privacy
concerns in light of the fact that the
forms will be available for public
dissemination through EDGAR.
ix. Form TA–1 Supplement, ‘‘Control
Person Information’’ for Corporations
(Schedule A), Partnerships (Schedule
B), and Other Entities (Schedule C), is
amended to delete the ADD, AMEND,
and DELETE Columns. Transfer agents
will instead provide the beginning date
of the relationship with the control
person and the ending date of the
relationship.
x. Instruction II, Special Instructions
for Filing and Amending Form TA–1,
currently provides that the Financial
Industry Number Standard (‘‘FINS’’)
number assigned by The Depository
Trust Company (‘‘DTC’’) may be
obtained free of charge by submitting a
request to DTC’s New York city mailing
address. We are amending this
instruction to reflect that the FINS
number is now provided through DTC’s
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 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
Web site http://www.dtc.org for a
nominal fee.
xi. Instruction II.A.4, the instruction
regarding marking items as deleted is
removed because the DELETE Column
in the TA–1 Supplement has been
removed.
xii. Instruction II.B, Amending
Registration, is revised to provide
instructions on filing an amended Form
TA–1 in EDGAR. All required items on
the electronic form, not just those fields
being amended, must be completed.
xiii. Instruction III, SEC Supplement,
Amending the Supplement, is deleted
because the supplement has been
integrated with the rest of the form.
3. Amendments to Form TA–2 and
Instructions
i. Question 4, ‘‘Number of Items
Received for Transfer During the
Reporting Period,’’ is amended to add a
paragraph (b) to request the number of
individual securityholder accounts for
which the transfer agent maintained
master securityholder accounts. The
purpose of this amendment is to provide
information as to whether Questions 6–
10 are required to be answered under
Instruction II.B of Form TA–2. A
corresponding change is being made to
Instruction II.B.
ii. The response ‘‘Not Applicable’’
will be added to Questions 8(c) and 9(a)
because, in response to requests from
commenters, the Commission has
determined that for some transfer agents
a ‘‘Yes’’ or ‘‘No’’ response is not
appropriate.
iii. A feature is added to allow the
transfer agent to designate a filing as an
amended filing. The instructions are
amended to reflect this feature. All
required items on the electronic form,
not just those answers that are being
amended, must be completed.
4. Amendments to Form TA–W and
Instructions
i. Question 7. The reference to ‘‘out of
proof conditions’’ is deleted because the
Commission no longer uses the term.
ii. Questions 9 and 10. The reference
to Schedule B on Form TA–1 is deleted
because Form TA–1 was previously
amended and Schedule B no longer
requires the referenced information.41
Accordingly, the phrase ‘‘each issue
shown on Schedule B of registrants
Form TA–1, as amended,’’ is deleted
and replaced with the phrase ‘‘each
issue for which registrant acted as
transfer agent.’’
iii. Instruction 1. The reference to
‘‘Section 17A(c)(3)(C)’’ is revised to
‘‘Section 17A(c)(4)(B).’’
jlentini on PROD1PC65 with RULES5
5. Amendment to Form ID
The Commission proposed to amend
Form ID, Uniform Application for
41 Securities Exchange Act Release No. 23084
(March 27, 1986), 51 FR 12124 (April 9, 1986).
VerDate Aug<31>2005 20:28 Dec 11, 2006 Jkt 211001
Access Codes to File on EDGAR, to add
‘‘transfer agent’’ to the check-the-box list
of applicant types (the form currently
has boxes for ‘‘filer,’’ ‘‘filing agent,’’
‘‘trainer,’’ or ‘‘individual’’).42 The
purpose of this change is to allow the
Commission to identify a new filer as a
transfer agent for purposes of utilizing
the special instructions in EDGARLite
for the TA forms (for example, a TA–2
will be blocked if the transfer agent
hasn’t previously filed an electronic
Form TA–1 or amended Form TA–1).43
The Commission did not receive any
comments to the proposed amendments
to Form ID and is adopting them as
proposed.
IV. Paperwork Reduction Act
Certain provisions of the amendments
to the rules and forms contain
‘‘collection of information
requirements’’ within the meaning of
the Paperwork Reduction Act of 1995.44
We published a notice requesting
comment on the collection of
information requirements in the
proposing release and submitted these
requirements to the Office of
Management and Budget (‘‘OMB’’) for
review.45 These requests are pending
before the OMB. When we receive OMB
clearance, we will publish notice in the
Federal Register. We did not receive
any comments on the Paperwork
Reduction Act analysis contained in the
proposing release.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid
control number. The amendments
would require Form TA–1, Form TA–2,
and Form TA–W, which are currently
filed with the Commission in paper
form, to be filed electronically on
EDGAR. The Commission collects this
information pursuant to its authority
under Section 17A of the Act and uses
the information collected on the forms
in determining whether to allow a
transfer agent to register or to withdraw
from registration and also uses the
information in monitoring the annual
activities of transfer agents. The
information filed on the Form TA–1,
Form TA–2, and Form TA–W is
publicly available and is used by the
public to locate, research, and confirm
the registration of transfer agents.
The respondents to the collection of
information are the registered transfer
42 17 CFR 239.63, 249.446, 269.7, and 274.402.
43 Transfer agents that have previously filed a
transfer agent form with the Commission are
currently in the system. Only those transfer agents
that are filing a transfer agent form with the
Commission for the first time would be required to
complete and file a Form ID.
44 U.S.C. 3501 et seq.
45 Publication and submission were in accordance
with 44 U.S.C. 3507(d) and 5 CFR 1320.1.
PO 00000 Frm 00007 Fmt 4701 Sfmt 4700 E:\FR\FM\12DER5.SGM
74703
agents that file Form TA–1, Form TA–
2, and Form TA–W with the
Commission. Only transfer agents for
whom the Commission is the ARA file
Form TA–1 and Form TA–W with the
Commission; however, all registered
transfer agents, whether they are
registered with the Commission or
another ARA, must file the annual Form
TA–2 with the Commission.
Compliance with the proposed
amendments would be mandatory. The
information required by the proposed
amendments would not be kept
confidential by the Commission. The
Commission’s regulations that
implement Section 17A of the Act are at
17 CFR 200.80 et seq.
The amendments modify an existing
collection of information by changing
the format of a required filing from
paper to electronic format and modify
the text of the forms and the
instructions to the forms to conform to
the electronic filing requirement.
The Commission does not estimate
that the hour burdens for Form TA–1,
Form TA–2, and Form TA–W will
change as a result of the proposed
amendments because completing an
electronic form template and submitting
it electronically on EDGAR should not
take longer than completing a paper
form and mailing the original and two
copies to the Commission. The
Commission believes, however, that the
estimated hour burdens of Form TA–1
and for Form TA–2 should be increased
for the first year to reflect the initial
burden associated with filing
electronically on EDGAR and the initial
burden associated with the proposed
requirement for each transfer agent
registered with the Commission to refile
the information on its Form TA–1
electronically as an amended Form TA–
1. We estimate that the one time burden
associated with electronic filing of
transfer agent forms is two hours. This
increased burden would be incurred
with respect to the first transfer agent
form the transfer agent files with the
Commission electronically. For transfer
agents registered with the Commission,
this would be Form TA–1, because the
proposal would require transfer agents
registered with the Commission to file
an electronic amended Form TA–1
before they could file any other transfer
agent forms electronically. For all other
transfer agents, this would be Form TA–
2 because that is the only form those
transfer agents file with the
Commission.
There are 519 transfer agents
registered with the Commission.
Accordingly, the increase in collection
of information burden associated with
filing electronically for Form TA–1
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 74704 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
would be 1038 hours. There are 266
transfer agents registered with an ARA
other than the Commission.
Accordingly, the collection of
information burden associated with
filing electronically for Form TA–2 is
532 hours.
Additionally, we believe that the
estimated hour burden for Form TA–1
will increase for the first year of
electronic filing because the
amendments require that transfer agents
registered with the Commission refile
the information on Form TA–1
electronically in EDGAR as an amended
Form TA–1. The requirement to file an
amended Form TA–1 would apply to
the 519 transfer agents for which the
Commission is the ARA and would
create a one time collection of
information burden. We estimate that
each transfer agent that is required to
refile the information on Form TA–1
wouls need approximately two hours to
do so, for an increase to the total burden
for the first year of 1,038 hours.
In sum, we estimate that the
amendments will increase the collection
of information hour burden for Form
TA–1 by a total of 2,076 hours and for
Form TA–2 of a total of 532 hours for
the first electronic filing only.46 After
the first electronic filing, the estimated
burden will return to its current level.
V. Costs and Benefits of the Proposed
Rulemaking
The Commission is sensitive to the
costs and benefits of our rule
implementing an electronic filing
system for transfer agent forms. We
believe that the amendments will
benefit transfer agents and investors by
improving the efficiency and quality of
the information filed with the
Commission, which is available to the
public. We also believe that the
amendments will result in certain costs
to most transfer agents because they
may need to purchase computer
software and possibly hardware and
will need to train personnel to create
forms in the EDGARLiteTM application
and to file the forms on EDGAR. The
Commission received three comment
letters which discuss the costs and
benefits of the proposal.47 These
commenters believed the benefits of the
proposal are mainly to the Commission
46 Based on an estimated average administrative
labor cost of $31.50 per hour, the Commission’s
staff estimates that the total labor cost to the transfer
agent industry for complying with the proposed
amendments would be $98,910.
jlentini on PROD1PC65 with RULES5
47 Kevin Kopaunik, Fidelity Transfer Company,
dated August 31, 2006; Loren K. Hanson, Director,
Investor Relations, Otter Tail Corporation, dated
August 31, 2006; and Loren K. Hanson, Assistant
Secretary, Otter Tail Corporation, dated October 4,
2006.
VerDate Aug<31>2005 20:28 Dec 11, 2006 Jkt 211001
and that the costs of the proposal to
small transfer agents are too high. One
commenter also stated that the
information on the forms does not need
to be disseminated on EDGAR because
the public does not have use for the
information reported on the forms.48
A. Benefits
An electronic filing system will
improve the efficiency of the filing
process for transfer agents and would
also improve the public dissemination
of the information on the forms. The
electronic filing system will eliminate
the burdens associated with the paper
forms and the possibility of the forms
being lost or misdirected. By performing
data validation checks, the EDGARLite
application will help to ensure that
transfer agents fill the forms out
completely and in the appropriate
format. It will also provide transfer
agents with e-mail notification that a
form has been accepted or suspended by
the Commission.
The rule will benefit the public
because it will make the information on
transfer agent forms, which is publicly
available information, more easily
accessible and available in a more
timely manner in EDGAR than it
currently is through the Commission’s
public reference room. The new system
would also improve the Commission’s
ability to maintain, review, and analyze
transfer agent forms by collecting and
storing all of the information on the
forms in a single, centralized database.
The database will be updated
immediately upon the receipt of new
filings and will help the Commission
identify delinquent filers. It will also
allow for analytic tools such as data
aggregation, statistical analysis, and
report generation. Additionally, the
information will be disseminated as
submitted by filers so there will be no
risk of transcription error as there is
with information that is submitted in
hardcopy and manually entered into the
database.
The Commission received one
comment letter that discusses the
benefits of the proposal. The commenter
stated that it believes the proposal will
not be beneficial to any entity other than
the Commission.49 First, the commenter
stated that much of the investing public
does not have an interest in transfer
agent data and that the few people who
would like the data can request it
directly from the transfer agents
themselves. Second, the commenter
48 Kevin Kopaunik, Fidelity Transfer Company,
dated August 31, 2006.
49 Kevin Kopaunik, Fidelity Transfer Company,
dated August 31, 2006.
PO 00000 Frm 00008 Fmt 4701 Sfmt 4700 E:\FR\FM\12DER5.SGM
stated that electronic filing will cause a
lot of expense and labor for the transfer
agents but will only benefit the
Commission. The commenter
recommended that electronic filing
should therefore be optional and not
mandatory.
While we appreciate the commenter’s
concerns, we believe that the proposal
does benefit the investing public and
transfer agents. Transfer agents act as
the agents of issuers of securities and
oversee such functions as stock transfers
and dividend payments. We frequently
receive requests for transfer agent data
from issuers, who may be interested in
hiring a transfer agent, and from
investors, who may be seeking to
contact the transfer agent or who want
assurance that the transfer agent is
registered and is current in all its filings
with the Commission. Additionally,
although electronic filing will
substantially improve the Commission’s
ability to monitor and regulate transfer
agent activities, this benefit to the
Commission will benefit the investing
public as a whole because it will help
to ensure that they are registered and are
operating in conformance with the
requirements under Section 17A of the
Act.
B. Costs
Transfer agents will incur initial and
ongoing costs with respect to the
electronic filing system. The
Commission believes that most of the
cost burden will be in terms of initial
costs and will be in terms of using the
electronic filing system. The
Commission does not believe that
transfer agents will incur additional
costs in the first year as a result of
completing the forms in electronic
format versus in paper format because,
other than amendments to Question 4 of
Form TA–2 to request the number of
individual securityholder accounts and
to Questions 6 and 7 of Form TA–1 to
request the file number of service
companies and named transfer agents,
the substance of the transfer agent forms
is not changing. However, transfer
agents that are registered with the
Commission will incur additional costs
with respect to completing the forms
because they will be required to prepare
and file an electronic amendment to
their original registration on Form
TA–1 and submit it to EDGAR for the
first year of electronic filing before they
can submit their annual report on Form
TA–2.
In order to file electronic transfer
agent forms in EDGAR, transfer agents
will need the computer system
requirements necessary to access
EDGAR and will have to train personnel
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 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
to prepare forms using EDGARLite. We
believe that most transfer agents
currently have the necessary computer
system requirements as well as access to
the Internet as part of their current
businesses. However, the Commission
believes that many transfer agents will
choose to purchase MS InfopathTM
which is needed to view and enter data
in EDGARLite forms.
To estimate the impact of the proposal
on transfer agents, the Commission staff
reviewed the filings submitted by
transfer agents to the Commission and
communicated with several small and
mid-size transfer agents regarding their
computer systems, personnel, and
familiarity with EDGAR. Many transfer
agents are entities or are affiliated with
entities, such as publicly traded
companies or investment companies,
which submit filings to the Commission
electronically in EDGAR. These transfer
agents have the necessary computer
system requirements and personnel to
file the transfer agent forms in EDGAR,
but many do not have the MS
InfoPathTM software necessary to
construct forms in EDGARLite. Transfer
agents that have purchased Microsoft
Office 2000 Professional Enterprise
EditionTM have MS InfoPathTM
included as part of their operating
system; however, most of these transfer
agents are not familiar with MS
InfoPathTM and would have to train
their personnel to use the software. Of
the transfer agents that do not currently
file forms electronically in EDGAR,
most have the computer system
requirements to file in EDGAR, but
would need to purchase MS InfoPathTM,
train personnel to construct forms using
EDGARLite, and submit forms
electronically to EDGAR. In addition,
some transfer agents may not have the
necessary system requirements to file in
EDGAR and will need to purchase
upgrades to their computer systems as
well as incur the costs related to
purchasing the MS InfoPathTM software
and training personnel to file forms in
EDGAR using EDGARLite.
From the above information, the
Commission believes that the cost to
transfer agents of the electronic filing
could range from only the cost of
training personnel to create forms in
EDGARLite to the cost of upgrading
systems, purchasing MS InfoPathTM and
training personnel to use the EDGAR
system and EDGARLite. The EDGARLite
application is designed to be easy to use
and the MS InfoPathTM software is a
jlentini on PROD1PC65 with RULES5
relatively low-cost software package that
is readily available. The EDGAR Filer
Manual will provide instructions for
installing MS InfoPathTM and for using
EDGARLite. Based on this, the
VerDate Aug<31>2005 18:16 Dec 11, 2006 Jkt 211001
Commission believes that any training
for personnel with respect to electronic
filing will be two hours for each
registered transfer agent. Additionally,
the Commission believes that transfer
agents registered with the Commission
will require an additional two hours to
refile the information on Form TA–1 as
an amended Form TA–1. The
Commission believes a cost of $31.50
per hour and that the total labor cost to
the transfer agent industry for
complying with the proposed
amendments will be $98,910.50
Alternatively, transfer agents or a
third party could prepare the forms
without MS InfoPathTM by creating an
XML tagged version of the filing as an
ASCII document using technical
specifications that will be available on
the Commission s public Web site.51
The Commission will integrate the XML
tags with the form template to create a
structured form that is identical to the
form created in EDGARLite for the
purpose of viewing the form in EDGAR.
This filing method would require some
technical expertise on the part of the
filer, however. Transfer agents could
also hire a third party filer to prepare
and submit the forms on their behalf
using MS InfoPathTM. Third parties
generally charge separate fees for
preparation and submission of EDGAR
filings, and they either charge a fee per
page of a filing or, for some forms, offer
a flat rate per form. Based on the
published cost structures of some of the
larger third party filers, we estimate that
the cost of hiring a third party filer to
fill out a single transfer agent form
would be in the range of $150 to $200.
The Commission believes that transfer
agents will incur a small amount of
ongoing costs with respect to the
amendments, such as purchasing
upgrades to MS InfoPathTM software
and maintaining access to the Internet.
Additionally, transfer agents will have
to have personnel that are familiar with
the EDGAR system to file Form TA–2
each year and amendments to Form TA–
1 whenever the information on the form
becomes inaccurate, misleading, or
incomplete.
The Commission received four
comment letters from three commenters
that discussed the costs of the
proposal.52 The commenters stated that
50 The cost per hour is based on the estimated per
hour salary of a senior computer operator using the
Securities Industry Association’s Office Salary Data
for 2003, adjusted for inflation.
51 See note 10.
52 Kevin Kopaunik, Fidelity Transfer Company,
dated August 31, 2006; Loren K. Hanson, Director,
Investor Relations, Otter Tail Corporation, dated
August 31, 2006; Loren K. Hanson, Assistant
Secretary, Otter Tail Corporation, dated October 4,
PO 00000 Frm 00009 Fmt 4701 Sfmt 4700 E:\FR\FM\12DER5.SGM
74705
the proposal requires skills and
computer software that they do not have
and could require additional software
upgrades. One commenter stated that
small in-house transfer agents cannot
pass their expenses on to investors and
that any additional expenses, such as
the one in the current proposal, could
lead them to outsource their functions
to large, commercial transfer agents.53
The Commission is aware that the
proposal will impose some level of cost
on many transfer agents and that those
transfer agents that are small entities
may be more affected than other transfer
agents. Therefore, we are allowing
transfer agents to apply for a hardship
exemption under Rule 202 of Regulation
S–T. This would allow them to continue
to file the forms in paper format. The
Commission will review each
application on a case by case basis and
in its discretion may grant an exemption
if it determines that electronic filing is
unduly burdensome and that granting
the exemption is appropriate and
consistent with the public interest and
protection of investors.
VI. Consideration of the Burden on
Competition, Promotion of Efficiency,
and Capital Formation
Section 3(f) of the Act 54 requires the
Commission, whenever it engages in
rulemaking and is required to consider
or to determine whether an action is
necessary or appropriate in the pubic
interest, to consider whether the action
will promote efficiency, competition,
and capital formation. In addition,
Section 23(a)(2) of the Act 55 requires
the Commission, when promulgating
rules under the Act, to consider the
impact any such rules would have on
competition. Section 23(a)(2) further
provides that the Commission may not
adopt a rule that would impose a
burden on competition not necessary or
appropriate in furtherance of the
purposes of the Act.
A transfer agent is any entity that
engages on behalf of an issuer of
securities or on behalf of itself as an
issuer of securities in: (1)
Countersigning such securities upon
issuance; (2) monitoring the issuance of
such securities with a view to
preventing unauthorized issuance, a
function commonly performed by a
person called a registrar; (3) registering
the transfer of such securities; (4)
exchanging or converting such
2006; and Christeena G. Naser, Senior Counsel for
Regulatory and Trust Affairs, American Banker
Association, dated November 2, 2006.
53 Loren K. Hanson, Assistant Secretary, Otter
Tail Corporation, dated October 4, 2006.
54 15 U.S.C. 78c(f).
55 15 U.S.C. 78w(a)(2).
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securities; and (5) transferring record
ownership of securities by bookkeeping
entry without physical issuance of
securities certificates.56 Transfer agents
are regulated by the Commission
pursuant to Section 17A of the Act. All
transfer agents file an annual report
with the Commission on Form TA–2.
Non-bank transfer agents file
registrations on Form TA–1 and
withdrawals from registration on Form
TA–W with the Commission. These
forms are currently filed with the
Commission in paper format.
The amendments to Regulation S–T,
Rules 17Ac2–1, 17Ac2–2, and 17Ac3–1
and to Forms TA–1, TA–2, and TA–W
and the instructions to the forms will
require that transfer agent forms be filed
electronically using the Commission’s
EDGAR system. The Commission has
designed a new application in EDGAR,
EDGARLite, that uses form templates
with a commercial off-the-shelf software
package, MS InfoPathTM, to allow filers
to easily complete electronic forms for
submission to the Commission.
However, filers will not be required to
use EDGARLite and could submit the
information reported on the forms to the
Commission in ASCII text characters.57
An electronic filing system will
eliminate the burdens associated with
the paper forms and the possibility of
the forms being lost or misdirected. The
EDGARLite application will perform
data validation checks, which will help
to ensure that transfer agents fill the
forms out completely and in the
appropriate format. It will also provide
transfer agents with e-mail notification
that a form has been accepted or
suspended by the Commission.
Accordingly, the implementation of the
electronic filing system should promote
efficiency. The electronic filing system
should also promote accuracy because
the information reported on the forms
will be submitted in electronic format
by transfer agents so there will be no
risk of transcription error as there is
with information that is submitted in
hardcopy and is manually entered into
EDGAR or another Commission
database. The amendments will apply to
all transfer agents and the EDGARLite
application is intended to be a program
that is easy to use at a reasonable cost.
Most transfer agents will be able to
comply with an electronic filing
requirement without difficulty;
however, the amendments will allow
transfer agents to apply for a continuing
hardship exemption under Rule 202 of
jlentini on PROD1PC65 with RULES5
Regulation S–T if the electronic filing
requirement would cause undue burden
56 15 U.S.C. 78c(a)(25).
57 See note 10.
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or cost and the Commission determines
that such exemption is appropriate and
consistent with the public interest and
the protection of investors. As a result,
the amendments are not expected to
adversely impact a transfer agent’s
ability to file transfer agent forms and,
accordingly, likely will not have an
adverse impact on competition. The
amendments are not expected to affect
the operations of transfer agents and
will not materially change the
information that is required to be
reported to the Commission on the
forms. The amendments will change the
filing method of the forms from paper
format to electronic format.
Accordingly, the amendments are not
expected to have an impact on capital
formation.
We received one comment letter that
stated the proposal could have an
adverse impact on competition because
the expense of meeting the electronic
filing requirement could lead in-house
transfer agents, which cannot pass
regulatory expenses on to issuer clients,
to outsource their functions to large,
commercial transfer agents.58 While we
appreciate the commenter’s concerns,
we do not believe the costs to transfer
agents as a result of the proposal will
rise to that level. Additionally, as noted
above, transfer agents may apply for a
hardship exemption under Rule 202 of
Regulation S–T which would allow
them to continue filing in paper format.
VII. Final Regulatory Flexibility
Analysis
The Commission has prepared a Final
Regulatory Flexibility Analysis
(‘‘FRFA’’) pursuant to the Regulatory
Flexibility Act 59 regarding the
amendments to Regulation S–T, Rules
17Ac2–1, 17Ac2–2, and 17Ac3–1 and to
Form TA–1, Form TA–2, and Form
TA–W and the instructions to the forms.
A. Need for the Amendments
The Commission receives over a
thousand transfer agent forms year. An
electronic filing system will eliminate
the burdens associated with paper forms
and streamline the filing process. It will
help to ensure that transfer agents fill
the forms out completely and in the
appropriate format. It will also provide
transfer agents with email notification
that a form has been accepted or
suspended by the Commission.
58 Loren K. Hanson, Assistant Secretary, Otter
Tail Corporation, dated October 4, 2006.
59 5 U.S.C. 603(a).
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B. Significant Issues Raised by Public
Comment
The Initial Regulatory Flexibility Act
Analysis (‘‘IRFA’’) appeared in the
proposing release. We requested
comment on any aspect of the IRFA and
we received two comment letters from
persons who object to the amendments
because the expense of meeting an
electronic filing requirement
competitively disadvantages small
transfer agents.60 These commenters
also stated that although they find
electronic filing on EDGAR to be
burdensome, a PDF attachment or an
internet based form that does not
require special software would be
feasible. One commenter also expressed
concerns about necessary software
upgrades and any associated costs.61
The Commission is very sensitive to
the cost concerns of small transfer
agents. The EDGARLite program was
designed to keep the costs to filers low
and, while electronic filing may require
EDGAR skills and computer systems
that all transfer agents do not currently
have, we believe any costs transfer
agents may be required to incur are
reasonable. The amendments to
mandate electronic filing are necessary
to ensure that the information reported
by transfer agents is complete, accurate,
and stored in a single, centralized
database and that the information is
publicly available in an easily
searchable format. To achieve this goal,
electronic submissions must be
formatted as XML data tags and
submitted on EDGAR. Forms submitted
as PDF attachments are not usable for
analytical tools such as data aggregation,
statistical analysis, and report
generation. The Commission designed
EDGARLite to utilize commercial
software because it was the most cost-
efficient way to allow information
reported on a relatively small number of
forms to be filed on EDGAR as tagged
data in XML format. It would not be
economically feasible for the
Commission to develop an EDGAR
application for transfer agent forms
without using commercial software or
for the Commission to develop more
than one electronic filing system for
transfer agent forms. The Commission
considered the costs of the commercial
software very carefully and chose
software that we believed would best
meet our needs for the EDGARLite
60 Loren K. Hanson, Assistant Secretary, Otter
Tail Corporation, dated October 4, 2006 and
Christeena G. Naser, Senior Counsel for Regulatory
and Trust Affairs, American Banker Association,
dated November 2, 2006.
61 Christeena G. Naser, Senior Counsel for
Regulatory and Trust Affairs, American Banker
Association, dated November 2, 2006.
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functionality, including ease of use and
data validation, and that we believed
would be affordable for all filers. There
may occasionally be upgrades to the
software; however, transfer agents
would only have to purchase upgraded
software if the Commission makes
changes to the EDGARLite application
that use the features of the upgraded
version of the software. Transfer agents
who have not filed on EDGAR before
will have to train staff to file the transfer
agent forms on EDGAR; however, the
EDGAR Filer Manual provides detailed
instructions for each step of the filing
process. Transfer agents will also have
the option of applying for a continuing
hardship exemption under Rule 202 of
Regulation S–T to file in paper format
if they believe the electronic filing
requirement would cause them undue
burden or expense.
For these reasons, we believe that any
additional costs the electronic filing
requirement may impose on transfer
agents are necessary and reasonable in
order to improve and modernize the
Commission’s filing program for transfer
agent forms.
C. Small Entities Subject to the
Amendments
The FRFA also discusses the effect of
the proposal on transfer agents that are
small entities under Rule 0–10(h) under
the Act.62 Rule 0–10(h) defines the term
‘‘small business’’ or ‘‘small
organization’’ to include any transfer
agent that: (1) Received less than 500
items for transfer and less than 500
items for processing during the
preceding six months (or in the time
that it has been in business, if shorter);
(2) transferred items only of issuers that
would be deemed ‘‘small businesses’’ or
‘‘small organizations’’ as defined in this
section; (3) maintained master
shareholder files that in the aggregate
contained less than 1,000 shareholder
accounts or was the named transfer
agent for less than 1,000 shareholder
accounts at all times during the
preceding fiscal year (or the time that it
has been in business, if shorter); and
(4) is not affiliated with any person,
other than a natural person, that is not
a small business or small organization
under Rule 0–10.
The Commission estimates that there
are 310 registered transfer agents that
are ‘‘small entities’’ under Rule 0–10. Of
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these, 170 are registered with the
Commission and 140 are registered with
the other ARAs.
62 17 CFR 240.0–10(h).
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D. Projected Reporting, Recordkeeping,
and Other Compliance Requirements
The amendments require that all
transfer agents apply for access to the
EDGAR system and file all transfer agent
forms that they file with the
Commission electronically on EDGAR.
The amendments also amend Form ID,
Uniform Application for Access Codes
to File on EDGAR, to add ‘‘transfer
agent’’ to the check-the-box list of
applicant types (the form currently has
boxes for ‘‘filer,’’ ‘‘filing agent,’’
‘‘trainer,’’ or ‘‘individual’’). Transfer
agents are expected, but not required, to
complete the electronic forms by using
the EDGARLite application. All transfer
agents filing electronically will need a
computer system that meets the EDGAR
software and hardware requirements.
Additionally, all transfer agents that
have previously filed a Form TA–1 with
the Commission will have to file an
amended Form TA–1 electronically, of
which approximately 170 are small
entities within the definition in Rule
0–10. The FRFA states that the
incremental burden on all ‘‘small
entities’’ is approximately 960 hours
and $30,240 for all entities. The FRFA
also states that the proposed
amendments will not impose any other
reporting, recordkeeping, or compliance
requirements, and that the Commission
believes that there are no rules that
duplicate, overlap, or conflict with the
proposed amendments.
E. Agency Action To Minimize Effect on
Small Entities
The FRFA discusses the alternatives
considered by the Commission in
connection with the proposed
amendments to Regulation S–T, Rules
17Ac2–1, 17Ac2–2, and 17Ac3–1 and to
Forms TA–1, TA–2, and TA–W and the
instructions to the forms. The purpose
of electronic filing is to have all filings
required to be filed with the
Commission received in a timely and
efficient manner and for the data filed
on the forms to be stored in a single,
centralized database. Any forms filed on
paper could be subject to loss,
inaccuracies, and delayed reporting,
which would affect the integrity of the
database and affect the Commission’s
ability to perform its oversight role with
respect to transfer agents. Accordingly,
we have determined that it would not be
appropriate to allow any transfer agents
to continue to file the forms in paper
form unless the Commission were to
grant the transfer agent a continuing
hardship exemption under Rule 202 of
Regulation S–T.
As an alternative to creating the
electronic forms in EDGARLite, which
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74707
requires the filer to purchase MS
InfoPath TM software, transfer agents or
a third party can prepare the forms
outside of EDGARLite by creating an
XML tagged version of the filing as an
ASCII document using technical
specifications that will be available on
the Commission’s public Web site.63 It
should be noted that this filing method
requires some technical expertise on the
part of the filer and the Commission
does not anticipate that transfer agents
or third parties will find it worth the
cost savings to develop the transfer
agent forms outside of EDGARLite.
The Commission also considered
whether entities can file the forms with
the Commission by using public
computer services, such as an internet
cafe or a public library, and therefore
avoid the expense of any required
hardware, software, or internet access.
Commission staff contacted public
computer service providers in 2004 and
determined that it was unlikely that
these facilities would have the
necessary MS InfopathTM software
requirement for using the EDGARLite
templates. However, transfer agents will
be free to use a public facility if the
facility has the necessary computer
system requirements. Additionally,
filers can prepare their filings by
creating an ASCII document as
described above, which should be
possible on many public computer
service facilities.
Finally, the Commission can grant a
transfer agent a continuing hardship
exemption from the electronic filing
requirement under Rule 202 of
Regulation S–T if the transfer agent
demonstrates that the electronic filing
requirement would cause it undue
burden or expense and the Commission
determines that a grant of the exemption
is appropriate and consistent with the
public interest and the protection of
investors. A transfer agent that was
granted such an exemption would
continue to file the forms in paper and
thus would not be economically
impacted by the electronic filing
requirement.
VIII. Statutory Basis and Text of the
Amendments
We are adopting the amendments to
Regulation S–T and Form ID under the
authority in Section 19(a) 64 of the
Securities Act of 1933, Sections 13(a),65
23(a),66 and 35A 67 of the Exchange Act,
63 See note 10.
64 15 U.S.C. 77s(a).
65 15 U.S.C. 78m(a).
66 15 U.S.C. 78w(a).
67 15 U.S.C. 78ll.
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 74708 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
Section 319 68 of the Trust Indenture Act
of 1939, and Sections 30 69 and 38 70 of
the Investment Company Act of 1940.
We are adopting the amendments to
Rule 17Ac2–1, Rule 17Ac2–2, and Rule
17Ac3–1, and to Forms TA–1, TA–2,
and TA–W under the authority in
Section 19(a) of the Securities Act and
Sections 17(a),71 17A(c),72 23(a), and
35A of the Act.
Text Rule Amendments
List of Subjects in 17 CFR Parts 232,
239, 240, 249, 249b, 269, and 274
Reporting and recordkeeping
requirements, Securities.
■ In accordance with the foregoing,
Title 17, Chapter II of the Code of
Federal Regulations is amended as
follows:
PART 232—REGULATION S–T—
GENERAL RULES AND REGULATIONS
FOR ELECTRONIC FILINGS
■ 1. The general authority citation for
part 232 is revised to read as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j,
77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d),
78w(a), 78ll(d), 80a–8, 80a–29, 80a–30, 80a–
37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * * the introductory text of paragraph (a);
■ 2. Amend § 232.101 by:
■ a. Removing the word ‘‘and’’ at the
end of paragraph (a)(1)(x);
■ b. Removing the period at the end of
paragraph (a)(1)(xi) and in its place
adding ‘‘; and’’; and
■ c. Adding paragraph (a)(1)(xii).
The addition reads as follows.
§ 232.101 Mandated electronic
submissions and exceptions.
(a) * * *
(1) * * *
(xii) Form TA–1 (§ 249.100 of this
chapter), Form TA–2 (§ 249.102 of this
chapter), and Form TA–W (§ 249.101 of
this chapter).
* * * * * instructions to the form by the date the
■ 3. Revise § 232.104 paragraph (a) to
read as follows.
§ 232.104 Unofficial PDF copies included
in an electronic submission.
(a) An electronic submission, other
than a Form 3 (§ 249.103 of this
chapter), a Form 4 (§ 249.104 of this
chapter), a Form 5 (§ 249.105 of this
chapter), a Form ID (§§ 239.63, 249.446,
269.7 and 274.402 of this chapter), a
Form TA–1 (§ 249.100 of this chapter),
a Form TA–2 (§ 249.102 of this chapter),
jlentini on PROD1PC65 with RULES5
68 15 U.S.C. 77sss.
69 15
U.S.C. 80a–29.
70 15 U.S.C. 80a–37.
71 15 U.S.C. 78q.
72 15 U.S.C. 78q–1(c).
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or a Form TA–W (§ 249.101 of this
chapter), may include one unofficial
PDF copy of each electronic document
contained within that submission,
tagged in the format required by the
EDGAR Filer Manual.
* * * * * misleading, or incomplete, the registrant
■ 4. Section 232.201 is amended by
revising the introductory text of
paragraph (a) to read as follows.
§ 232.201 Temporary hardship exemption.
(a) If an electronic filer experiences
unanticipated technical difficulties
preventing the timely preparation and
submission of an electronic filing other
than a Form 3 (§ 249.103 of this
chapter), a Form 4 (§ 249.104 of this
chapter), a Form 5 (§ 249.105 of this
chapter), a Form ID (§§ 239.63, 249.446,
269.7 and 274.402 of this chapter), a
Form TA–1 (§ 249.100 of this chapter),
a Form TA–2 (§ 249.102 of this chapter),
or a Form TA–W (§ 249.101 of this
chapter), the electronic filer may file the
subject filing, under cover of Form TH
(§§ 239.65, 249.447, 269.10 and 274.404
of this chapter), in paper format no later
than one business day after the date on
which the filing was to be made.
* * * * *
PART 239—FORMS PRESCRIBED
UNDER THE SECURITIES ACT OF 1933
■ 5. The general authority citation for
part 239 is revised to read as follows.
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s,
77z–2, 77z–3, 77sss, 78c, 78l, 78m, 78n,
78o(d), 78u–5, 78w(a), 78ll(d), 78mm, 80a–
2(a), 80a–3, 80a–8, 80a–9, 80a–10, 80a–13,
80a–24, 80a–26, 80a–29, 80a–30, and 80–37,
unless otherwise noted.
* * * * *
PART 240—GENERAL RULES AND
REGULATIONS, SECURITIES
EXCHANGE ACT OF 1934
■ 6. The general authority citation for
part 240 is revised to read as follows.
Authority: 15 U.S.C. 77c, 77d, 77g, 77j,
77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn,
77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j,
78j–1, 78k, 78k–1, 78l, 78m, 78n, 78o, 78p,
78q, 78s, 78u–5, 78w, 78x, 78ll, 78mm, 80a–
20, 80a–23, 80a–29, 80a–37, 80b–3, 80b–4,
80b–11, and 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * * the instructions to the form (§ 249b.102
■ 7. Amend § 240.17Ac2–1 by:
■ a. Revising paragraph (c);
■ b. Redesignating paragraph (d) as
paragraph (e); and
■ c. Adding new paragraph (d).
The revision and addition reads as
follows.
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§ 240.17Ac2–1 Application for registration
of transfer agents.
* * * * *
(c) If any of the information reported
on Form TA–1 (§ 249b.100 of this
chapter) becomes inaccurate,
shall correct the information by filing an
amendment within sixty days following
the date on which the information
becomes inaccurate, misleading, or
incomplete.
(d) Every registration and amendment
filed pursuant to this section shall be
filed with the Commission
electronically in the Commission’s
EDGAR system. Transfer agents should
refer to Form TA–1 and the instructions
to the form (§ 249b.100 of this chapter)
and to the EDGAR Filer Manual
(§ 232.301 of this chapter) for the
technical requirements and instructions
for electronic filing. Transfer agents that
have previously filed a Form TA –1
with the Commission must refile the
information on their Form TA–1, as
amended, in electronic format in
EDGAR as an amended Form TA–1.
* * * * *
■ 8. Amend § 240.17Ac2–2 by:
■ a. Adding two sentences to the end of
and
■ b. Revising paragraph (c).
The addition and revision reads as
follows.
§ 240.17Ac2–2 Annual reporting
requirement for registered transfer agents.
(a) * * * A transfer agent may file an
amendment to Form TA–2 pursuant to
the instructions on the form to correct
information that has become inaccurate,
incomplete, or misleading. A transfer
agent may file an amendment at any
time; however, in order to be timely
filed, all required portions of the form
must be completed and filed in
accordance with this section and the
form is required to be filed with the
Commission.
* * * * *
(c) Every annual report and
amendment filed pursuant to this
section shall be filed with the
Commission electronically in the
Commission’s EDGAR system. Transfer
agents should refer to Form TA–2 and
of this chapter) and the EDGAR Filer
Manual (§ 232.301 of this chapter) for
further information regarding electronic
filing. Every registered transfer agent
must file an electronic Form TA–1 with
the Commission, or an electronic
amendment to its Form TA–1 if the
transfer agent previously filed a paper
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Form TA–1 with the Commission,
before it may file an electronic Form
TA–2 or Form TA–W with the
Commission.
■ 9. Amend § 240.17Ac3–1 by:
■ a. Removing the authority citations at
the end of the section;
■ b. Removing from paragraph (a) and
the first sentence of paragraph (b) the
term ‘‘17A(c)(3)(C)’’ and in its place
adding ‘‘17A(c)(4)’’;
■ c. Removing from paragraph (b) the
term ‘‘17A(c)(3)(A)’’ and in its place
adding ‘‘17A(c)(3)’’;
■ d. Redesignating paragraph (c) as
paragraph (d); and
■ e. Adding new paragraph (c).
The addition reads as follows.
§ 240.17Ac3–1 Withdrawal from
registration with the Commission.
* * * * * § 249b.101), and Form TA–2 (referenced
(c) Every withdrawal from registration
filed pursuant to this section shall be
filed with the Commission
electronically in the Commission’s
EDGAR system. Transfer agents should
refer to Form TA–W and the
instructions to the form (§ 249b.101 of
this chapter) and the EDGAR Filer
Manual (§ 232.301 of this chapter) for
further information regarding electronic
filing.
* * * * * unless otherwise noted.
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74709
PART 249—FORMS, SECURITIES PART 239—FORMS PRESCRIBED
EXCHANGE ACT OF 1934 UNDER THE SECURITIES ACT OF 1933
■ 10. The authority citation for Part 249 PART 249—FORMS, SECURITIES
continues to read in part as follows. EXCHANGE ACT OF 1934
Authority: 15 U.S.C. 78a et seq., and 7201
et seq.; and 18 U.S.C. 1350, unless otherwise PART 269—FORMS PRESCRIBED
noted.
UNDER THE TRUST INDENTURE ACT
* * * * * OF 1939
PART 249b—FURTHER FORMS,
PART 274—FORMS PRESCRIBED
SECURITIES EXCHANGE ACT OF 1934
UNDER THE INVESTMENT COMPANY
■ 11. The authority citation for Part ACT OF 1940
249b continues to read in part as
follows. ■ 14. The authority citation for Part 274
Authority: 15 U.S.C. 78a et seq., unless continues to read in part as follows:
otherwise noted; Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s,
* * * * * 78c(b), 78l, 78m, 78n, 78o(d), 80a–8, 80a–24,
■ 12. Form TA–1 (referenced in 80a–26, and 80a–29, unless otherwise noted.
§ 249b.100), Form TA–W (referenced in * * * * *
in § 249b.102) are revised to read as set ■ 15. Form ID (referenced in § 239.63,
forth in the attached Appendices B, C, § 249.446, § 269.7, and § 274.402) is
and D. revised as set forth in Appendix A.
Dated: December 4, 2006.
PART 269—FORMS PRESCRIBED By the Commission.
UNDER THE TRUST INDENTURE ACT Nancy M. Morris,
OF 1939
Secretary.
■ 13. The authority citation for Part 269
continues to read as follows: Note: The following Appendices A, B, C,
and D will not appear in the Code of Federal
Authority: 15 U.S.C. 77ddd(c), 77eee, Regulations.
77ggg, 77hhh, 77iii, 77jjj, 77sss, 78ll(d),
BILLING CODE 8011–01–P
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ER12DE06.004</GPH>

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 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
BILLING CODE 8011–01–C
UNITED STATES
Securities and Exchange Commission
Washington, DC 20549
Instructions for Use of Form TA–1
Application for Registration and
Amendment to Registration as a Transfer
Agent Pursuant to Section 17A of the
Securities Exchange Act of 1934
ATTENTION: This electronic Form TA–1
is to be filed only by SEC registrants. All
other registrants file Form TA–1 in paper
format with their Appropriate Regulatory
Authority and should obtain the form from
such authority.
Certain sections of the Securities Exchange
Act of 1934 applicable to transfer agents are
referenced or summarized below. Registrants
are urged to review all applicable provisions
of the Securities Exchange Act of 1934, the
Securities Act of 1933 and the Investment
Company Act of 1940, as well as the
applicable rules promulgated by the SEC
under those Acts.
I. General Instructions for Filing and
Amending Form TA–1
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A. Terms and Abbreviations. The following
terms and abbreviations are used throughout
these instructions:
1. Act refers to the Securities Exchange Act
of 1934.
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2. ARA refers to the appropriate regulatory
agency, as defined in Section 3(a)(34)(B) of
the Act. See General Instruction D below.
3. Form TA–1 is the Form filed as a
registration and includes the Form and any
attachments to that Form.
4. Registrant refers to the entity on whose
behalf Form TA–1 is filed.
5. SEC or Commission refers to the U.S.
Securities and Exchange Commission.
6. Transfer agent is defined in Section
3(a)(25) of the Act as any person who engages
on behalf of an issuer of securities or on
behalf of itself as an issuer in at least one of
the functions enumerated therein.
7. Independent, Non-Issuer Transfer Agent
refers to an entity which acts as a transfer
agent for other than its own securities or
securities of an affiliate.
8. Regulation S–T is the SEC’s regulation
containing the rules related to filing
electronic documents in EDGAR. 17 CFR 232
et seq.
9. EDGAR (Electronic Data Gathering,
Analysis, and Retrieval) is the computer
system for the receipt, acceptance, review,
and dissemination of documents submitted
to the Commission in electronic format.
10. EDGAR Filer Manual is the manual
prepared by the SEC setting out the technical
format requirements for an electronic
submission to EDGAR.
11. EDGARLite is an application in EDGAR
that registrants may use to create the
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74731
electronic Form TA–1 for submission to
EDGAR.
B. Who Must File. Pursuant to Section
17A(c)(1) of the Act, it is unlawful for a
transfer agent to perform any transfer agent
function with respect to any qualifying
security unless that transfer agent is
registered with its ARA. A qualifying security
is any security registered under Section 12 of
the Act. Thus, qualifying securities including
securities registered on a national securities
exchange pursuant to Section 12(b) of the Act
as well as equity securities registered
pursuant to Section 12(g)(1) of the Act for
issuers that have total assets exceeding
$3,000,000 and a class of equity securities
(other than exempted securities) held of
record by 500 or more persons. In addition,
qualifying securities include equity securities
of registered investment companies and
certain insurance companies that would be
required to be registered under Section 12(g)
except for the exemptions provided by
paragraphs (g)(2)(B) and (g)(2)(G),
respectively, of Section 12, i.e., when the
asset and shareholder criteria of Section
12(g)(1)(B) are met.
C. When to File. Before a transfer agent
may perform any transfer agent function for
a qualifying security, it must apply for
registration on Form TA–1 with its ARA and
its registration must become effective.
Instructions for amending Form TA–1 appear
ER12DE06.025</GPH>
at General Instruction H.
12DER5
 74732 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
D. How to File. Registrants file
electronically in EDGAR. Registrants should
refer to the EDGAR Filer Manual, which is
available on the SEC’s Web site,
www.sec.gov, for the instructions for
preparing forms in EDGARLiteTM and filing
forms in EDGAR as well as for the computer
hardware and software requirements for
electronic filing. A Form TA–1 or an
amended Form TA–1 which is not completed
properly may be suspended as not acceptable
for filing. Acceptance of this form, however,
does not mean that the Commission has
found that it has been filed as required or
that the information submitted therein is
true, correct or complete.
Registrants that are granted a hardship
exemption from electronic filing under Rule
202 of Regulation S–T, 17 CFR 232.202, will
be provided with instructions on how and
where to file a paper Form TA–1.
A registrant that wishes to include a cover
letter or other correspondence may do so by
including the document as an attachment to
the Form.
E. EDGAR Access. Before registrants may
prepare the Form in EDGARLite TM or file the
Form in EDGAR they must apply for access
to EDGAR. Registrants should refer to the
EDGAR Filer Manual, Volume I (General
Instructions) for information on accessing
EDGAR.
F. Records. Each registrant must keep an
exact copy of any filing for its records.
Registrants should refer to 17 CFR 240.17Ad–
6 and 240.17Ad–7 for information regarding
the recordkeeping rules for transfer agents.
G. Effective Date. Registration of a transfer
agent becomes effective thirty days after
receipt by the ARA of the application for
registration unless the filing does not comply
with applicable requirements or the ARA
takes affirmative action to accelerate, deny,
or postpone registration in accordance with
the provisions of Section 17A(c) of the Act.
H. Amending Registration. Each registrant
must amend Form TA–1 within sixty
calendar days following the date on which
information reported therein becomes
inaccurate, incomplete, or misleading.
1. Registrants amend Form TA–1 by
responding ‘‘Yes’’ to Question 1(e).
2. All fields that are required to be
completed on the registrant’s Form TA–1
must be completed on the amended Form
TA–1. The transfer agent may use a saved
electronic version of a previously filed Form
TA–1 or amended Form TA–1 as a template
for the amended filing and create the
amended form by revising the responses for
which the information has become
inaccurate, incomplete, or misleading. (For
instructions on using a saved form as a
template for an amended filing, registrants
should refer to the EDGAR Filer Manual.)
II. Special Instructions for Filing and
Amending Form TA–1
jlentini on PROD1PC65 with RULES5
A. Electronic Filing. Beginning [effective
date of the proposed rule], all transfer agent
forms (Form TA–1, Form TA–2, and Form
TA–W) filed with the SEC must be filed
electronically in EDGAR. Transfer agents that
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are registered with the SEC must refile
electronically the information on their Form
TA–1, as amended, with the SEC on an
amended Form TA–1. The SEC will not
accept any other transfer agent form from
such transfer agents until they have filed an
electronic amended Form TA–1.
B. Exemptions from Electronic Filing. The
SEC may in limited cases grant an exemption
from electronic filing where the filer can
show that an electronic filing requirement
creates an unreasonable burden or expense.
Registrants should refer to Rule 202 of
Regulation S–T, 17 CFR 232.202, and the
SEC’s Web site, http://www.sec.gov, for
information on applying for a hardship
exemption.
C. Registration. Registrants must provide
full and complete responses in the
appropriate format.
1. Information relating to electronic filing.
As an EDGAR filer, a registrant is required to
provide the following:
a. Whether the form is a ‘‘live’’ or ‘‘test’’
filing submission;
b. Whether the registrant would like a
Return Copy of the filing;
c. The registrant’s CIK;
d. The registrant’s CCC; and
e. The contact e-mail address for the
registrant;
f. The notification e-mail address(es) for
the registrant regarding the status of the
submission.
Detailed instructions regarding the above
are provided in the EDGAR Filer Manual,
Volume I (General Requirements). A
registrant that is granted a continuing
hardship exemption from electronic filing
pursuant to Rule 202 of Regulation S–T, 17
CFR 232.202, need only to provide its CIK.
2. In answering Question 3.b. of Form TA–
1, the term Financial Industry Number
Standard (FINS number) means a six digit
number assigned by The Depository Trust
Company (DTC) upon request to financial
institutions engaged in activities involving
securities. Registrants that do not have a
FINS number may obtain one by requesting
it following the steps described on the DTC
Web site (http://www.dtc.org).
3. State in Question 3.c. the full address of
the registrant’s principal office where transfer
agent activities are, or will be, performed; a
post office box number is not acceptable.
State in response to Question 3.d. the
registrant’s mailing address if different from
the response to Question 3.c. You may
provide a post office box number in response
to Question 3.d.
4. For the purpose of answering Question
5, a transfer agent is an affiliate of, or
affiliated with, a person, if the transfer agent
directly, or indirectly through one or more
intermediaries, controls, or is controlled by,
or is under common control with, that
person.
5. In answering Questions 6 and 7, a
‘‘named transfer agent’’ is a transfer agent
engaged by the issuer to perform transfer
agent functions for an issue of securities.
There may be more than one named transfer
agent for a given security issue (e.g.,
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principal transfer agent, co-transfer agent or
outside registrar).
D. Questions 8 through 10. Only
independent, non-issuer registrants are
required to complete Questions 8 through 10.
E. Execution of Form TA–1 and
Amendments Thereto. A duly authorized
official or a principal of the registrant must
execute Form TA–1 and any amendments
thereto on behalf of that registrant. For a
corporate registrant, the term official
includes the chairman or vice-chairman of
the board of directors, the chairman of the
executive committee, or any officer of the
corporation who is authorized by the
corporation to sign Form TA–1 on its behalf.
For a non-corporate registrant, duly
authorized principal means a principal of the
registrant who is authorized to sign Form
TA–1 on its behalf. The official or principal
of the registrant shall execute Form TA–1 by
providing an electronic signature pursuant to
Rule 301, Signatures, of Regulation S–T, 17
CFR 232.301. The official or principal of the
registrant must provide his or her full name
in typed format in the signature box of the
form and must manually sign a signature
page or other document authenticating,
acknowledging, or otherwise adopting his or
her signature that appears in typed form
within the electronic filing. The signature
page or other such document shall be signed
at or before the time the electronic filing is
made, shall be retained by the transfer agent
for a period of five years, and shall be made
available to the Commission or its staff upon
request.
By executing Form TA–1, the registrant
agrees and consents that notice of any
proceeding under the Act by the SEC
involving the registrant may be given by
sending such notice by registered or certified
mail to the registrant, ‘‘Attention Officer in
Charge of Transfer Agent Activities,’’ at its
principal office for transfer agent activities as
given in response to Question 3.c. of Form
TA–1.
III. Notice
Under Sections 17, 17A(c) and 23(a) of the
Act and the rules and regulations thereunder,
the SEC is authorized to solicit from
applicants for registration as a transfer agent
and from registered transfer agents the
information required to be supplied by Form
TA–1. Disclosure to the SEC of the
information requested in Form TA–1 is a
prerequisite to the processing of Form TA–
1. The information will be used for the
principal purpose of determining whether
the SEC should permit an application for
registration to become effective or should
deny, accelerate or postpone registration of
an applicant. The information supplied
herein may also be used for all routine uses
of the SEC. Information supplied on this
Form will be included routinely in the public
files of the SEC and will be available for
inspection by any interested person.
BILLING CODE 8011–01–P
12DER5
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ER12DE06.027</GPH>

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ER12DE06.028</GPH>

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ER12DE06.029</GPH>

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 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations 74737

BILLING CODE 8011–01–C
UNITED STATES
Securities and Exchange Commission
Washington, D.C. 20549
FORM TA–W
Instructions for Use of Form TA–W
Notice of Withdrawal from Registration as a
Transfer Agent Pursuant to Section 17A of
the Securities Exchange Act of 1934
ATTENTION: This electronic Form TA–W
is to be filed only by SEC registrants. All
other registrants withdraw from registration
as a transfer agent with their appropriate
regulatory authority and should obtain
instructions on withdrawal from registration
as a transfer agent from such authority.
Certain sections of the Securities Exchange
Act of 1934 applicable to transfer agents are
referenced or summarized below. Registrants
are urged to review all applicable provisions
of the Securities Exchange Act of 1934, the
Securities Act of 1933, and the Investment
Company Act of 1940, as well as the
applicable rules promulgated by the SEC
under those Acts.
jlentini on PROD1PC65 with RULES5
1. Act refers to the Securities Exchange Act
of 1934.
2. ARA refers to the appropriate regulatory
agency, as defined in Section 3(a)(34)(B) of
the Act. See General Instruction D below.
3. Form TA–1 is the Form filed as a
registration and includes the Form and any
attachments to that Form.
4. Registrant refers to the entity on whose
behalf Form TA–1 is filed.
5. SEC or Commission refers to the U.S.
Securities and Exchange Commission.
6. Transfer agent is defined in Section
3(a)(25) of the Act as any person who engages
on behalf of an issuer of securities or on
behalf of itself as an issuer in at least one of
the functions enumerated therein.
7. Independent, Non-Issuer Transfer Agent
refers to an entity which acts as a transfer
agent for other than its own securities or
securities of an affiliate.
8. Regulation S–T is the SEC’s regulation
containing the rules related to filing
electronic documents in EDGAR. 17 CFR 232
et seq.
9. EDGAR (Electronic Data Gathering,
Analysis, and Retrieval) is defined in Rule 11
of Regulation S–T, 17 CFR 232.11, as the
computer system for the receipt, acceptance,
format requirements for an electronic
submission to EDGAR.
11. EDGARLite is an application in EDGAR
that registrants may use to create the
electronic Form TA–W for submission to
EDGAR.
B. Who Must File. Pursuant to Section
17A(c)(4)(B) of the Act, a registered transfer
agent may, upon such terms and conditions
as the ARA for such transfer agent deems
necessary or appropriate in the public
interest, for the protection of investors, or in
furtherance of the purposes of Section 17A
the Act, withdraw from registration by filing
a written notice of withdrawal with such
ARA.
C. When to File. Before a registrant may
withdraw from registration as a transfer
agent, it must file a notice of withdrawal
from registration as a transfer agent with the
Commission on Form TA–W.
D. How to File. Registrants file
electronically in EDGAR. Registrants may
prepare the Form using EDGARLite and
should refer to the EDGAR Filer Manual,
which is available on the SEC’s Web site at
http://www.sec.gov for instructions for
preparing and submitting electronic forms as
well as for the technical requirements for

I. General Instructions for Filing Form TA– review, and dissemination of documents filing in EDGAR. A Form TA–W which is not
W submitted to the Commission in electronic completed properly may be suspended as not
A. Terms and Abbreviations. The following format. acceptable for filing. Acceptance of this
terms and abbreviations are used throughout 10. EDGAR Filer Manual, is the manual Form, however, does not mean that the
ER12DE06.030</GPH>

these instructions: prepared by the SEC setting out the technical Commission has found that it has been filed

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 74738 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
as required or that the information submitted
therein is true, correct or complete.
Registrants that are granted a hardship
exemption from electronic filing under Rule
202 of Regulation S–T, 17 CFR 232.202, will
be provided with instructions on how and
where to file a paper Form TA–W.
E. Records. Each registrant must keep an
exact copy of any filing for its records.
Registrants should refer to 17 CFR 240.17Ad–
6 and 240.17Ad–7 for information regarding
the recordkeeping rules for transfer agents.
F. Effective Date. In accordance with the
rules adopted by the Commission, notice to
withdraw from registration filed by a transfer
agent shall become effective on the 60th day
after the filing thereof with the Commission
or within such shorter period of time as the
Commission may determine. If a notice to
withdraw from registration is filed with the
Commission any time subsequent to the date
of issuance of an order instituting
proceedings pursuant to Section
17A(c)(3)(A), or if prior to the effective date
of the notice of withdrawal the Commission
institutes such a proceeding or a proceeding
to impose terms and conditions upon such
withdrawal, the notice of withdrawal shall
not become effective except at such time and
upon such terms and conditions as the
Commission deems necessary or appropriate
in the public interest, for the protection of
investors, or in furtherance of the purposes
of Section 17A.
II. Special Instructions for Filing Form TA–
W chairman of the board of directors, the
A. Electronic Filing. Beginning January 11,
2007, all transfer agent forms (Form TA–1,
Form TA–2, and Form TA–W) filed with the
SEC must be filed electronically in EDGAR.
B. Exemptions from Electronic Filing. The
SEC may, in limited cases, grant an
exemption from electronic filing where the
filer can show that an electronic filing
requirement creates an unreasonable burden
or expense. Registrants should refer to Rule
202 of Regulation S–T, 17 CFR 232.202, and
to the SEC’s Web site, http://www.sec.gov, for
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VerDate Aug<31>2005 20:28 Dec 11, 2006 Jkt 211001
information on applying for a hardship
exemption.
C. Withdrawal from Registration.
Registrants must provide full and complete
responses in the appropriate format.
1. Information relating to electronic filing.
As EDGAR filers, registrants are required to
provide the following:
a. Whether the Form is a ‘‘live’’ or ‘‘test’’
filing submission;
b. Whether the registrant would like a
Return Copy of the filing;
c. The registrant’s CIK;
d. The registrant’s CCC;
e. The contact e-mail address for the
registrant; and
f. The notification e-mail address(es) for
the registrant regarding the status of the
submission.
For more information regarding the above
requirements see the EDGAR Filer Manual,
Volume I (General Requirements). A
registrant that is granted a continuing
hardship exemption pursuant to Rule 202 of
Regulation S–T, 17 CFR 232.202, need only
provide its CIK.
2. All items on the Form must be answered
in full. Individuals’ names must be given in
full.
D. Execution of Form TA–W. A duly
authorized official or a principal of the
registrant must execute Form TA–W and any
amendments thereto on behalf of that
registrant. For a corporate registrant, the term
official includes the chairman or vice-
chairman of the executive committee, or any
officer of the corporation who is authorized
by the corporation to sign Form TA–W on its
behalf. For a non-corporate registrant, duly
authorized principal means a principal of the
registrant who is authorized to sign Form
TA–W on its behalf.
The official or principal of the registrant
shall execute Form TA–W by providing an
electronic signature pursuant to Rule 302,
Signatures, of Regulation S–T, 17 CFR
232.302. The official or principal of the
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registrant must provide his or her full name
in typed format in the signature box of the
Form and must manually sign a signature
page or other document authenticating,
acknowledging, or otherwise adopting his or
her signature that appears in typed Form
within the electronic filing. The signature
page or other such document shall be signed
at or before the time the electronic filing is
made, shall be retained by the transfer agent
for a period of five years, and shall be made
available to the Commission or its staff upon
request.
By executing Form TA–W, the registrant
agrees and consents that notice of any
proceeding under the Act by the SEC
involving the registrant may be given by
sending such notice by registered or certified
mail to the registrant, ‘‘Attention Officer in
Charge of Transfer Agent Activities,’’ at its
principal office for transfer agent activities as
given in response to Question 3.c. of Form
TA–1.
III. Notice
Under Sections 17, 17A(c) and (23)(a) of
the Act and the rules and regulations
thereunder, the Commission is authorized to
solicit from registered transfer agents the
information required to be supplied by this
Form. Disclosure to the Commission of the
information requested in Form TA–W is a
prerequisite to the processing of a notice of
withdrawal of registration as a transfer agent.
The information will be used for the
principal purpose of enabling the
Commission to determine whether it is
necessary or appropriate in the public
interest, for the protection of investors, or in
furtherance of the purposes of Section 17A of
the Act that the withdrawal be denied,
postponed or subject to specific terms and
conditions. Information supplied on this
Form will be included routinely in the public
files of the Commission and will be available
for inspection by any interested person.
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 74744 Federal Register / Vol. 71, No. 238 / Tuesday, December 12, 2006 / Rules and Regulations
BILLING CODE 8011–01–C
UNITED STATES
Securities and Exchange Commission
Washington, DC 20549
Instructions for Use of Form TA–2
Form for Reporting Transfer Agent Activities
Pursuant to Section 17A of the Securities
Exchange Act of 1934
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ATTENTION: All transfer agents, whether
they are registered with the SEC or with
another regulatory authority, must file an
annual report on Form TA–2 in electronic
format with the SEC.
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Certain sections of the Securities Exchange
Act of 1934 applicable to transfer agents are
referenced below. Transfer agents are urged
to review all applicable provisions of the
Securities Exchange Act of 1934, the
Securities Act of 1933, and the Investment
Company Act of 1940, as well as the
applicable rules promulgated by the SEC
under those Acts.
I. General Instructions for Filing and
Amending Form TA–2
A. Terms and Abbreviations. The following
terms and abbreviations are used throughout
these instructions:
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1. Act means the Securities Exchange Act
of 1934, 15 U.S.C. 78a et seq.
2. Aged record difference, as defined in
Rule 17Ad–11(a)(2), 17 CFR 240.17Ad–
11(a)(2), means a record difference that has
existed for more than 30 calendar days.
3. ARA, as defined in Section 3(a)(34)(B) of
the Act, 15 U.S.C. 78c(a)(34)(B), means the
appropriate regulatory agency.
4. Direct Registration System or DRS means
the system, as administered by The
Depository Trust Company, that allows
investors to hold their securities in electronic
book-entry form directly on the books of the
issuer or its transfer agent.
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5. Form TA–2 includes the Form TA–2 and
any attachments.
6. Lost securityholder, as defined in Rule
17Ad–17, 17 CFR 240.17Ad–17, means a
securityholder: (i) To whom an item of
correspondence that was sent to the
securityholder at the address contained in
the transfer agent’s master securityholder file
has been returned as undeliverable;
provided, however, that if such item is re-
sent within one month to the lost
securityholder, the transfer agent may deem
the securityholder to be a lost securityholder
as of the day the re-sent item is returned as
undeliverable; and (ii) for whom the transfer
agent has not received information regarding
the securityholder’s new address.
7. Named transfer agent, as defined in Rule
17Ad–9(j), 17 CFR 240.17Ad–9(j), means a
registered transfer agent that has been
engaged by an issuer to perform transfer
agent functions for an issue of securities but
has engaged a service company (another
registered transfer agent) to perform some or
all of those functions.
8. Record difference means any of the
imbalances described in Rule 17Ad–9(g), 17
CFR 240.17Ad–9(g).
9. Reporting period means the calendar
year ending December 31 of the year for
which Form TA–2 is being filed.
10. SEC or Commission means the United
States Securities and Exchange Commission.
11. Service company, as defined in Rule
17Ad–9(k), 17 CFR 240.17Ad–9(k), means the
registered transfer agent engaged by a named
transfer agent to perform transfer agent
functions for that named transfer agent.
12. Transfer agent, as defined in Section
3(a)(25) of the Act, 15 U.S.C. 78c(a)(25),
means any person who engages on behalf of
an issuer of securities or on behalf of itself
as an issuer in at least one of the functions
enumerated therein.
13. Regulation S–T, 17 CFR 232, is the
SEC’s regulation that sets forth the rules
related to filing electronic documents in
EDGAR.
14. EDGAR, Electronic Data Gathering,
Analysis, and Retrieval, is defined in Rule 11
of Regulation S–T, 17 CFR 232.11, as the
computer system for the receipt, acceptance,
review, and dissemination of documents
submitted in electronic format.
15. EDGAR Filer Manual, as defined in
Rule 11 of Regulation S–T, 17 CFR 232.11,
is the manual prepared by the SEC setting out
the technical format requirements for an
electronic submission to EDGAR.
16. EDGARLite is an EDGAR application
described in the EDGAR Filer Manual that
transfer agents may use to create the
electronic Form TA–2 for submission to
EDGAR.
B. Who Must File; When to File.
1. Every transfer agent that is registered on
December 31 must file Form TA–2 in
accordance with the instructions contained
therein by the following March 31. Before an
SEC registered transfer agent may file a Form
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TA–2 on EDGAR, it must have filed a Form
TA–1 or an amended Form TA–1 on EDGAR.
SEC transfer agents should refer to the
instructions to 240 CFR 17Ac2–1 and Form
TA–1 for more information.
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a. A registered transfer agent that received
fewer than 1,000 items for transfer during the
reporting period and that did not maintain
master securityholder files for more than
1,000 individual securityholder accounts as
of December 31 of the reporting period is
required to complete Questions 1 through 5,
11, and the signature section of Form TA–2.
b. A named transfer agent that engaged a
service company to perform all of its transfer
agent functions during the reporting period is
required to complete Questions 1 through 3
and the signature section of Form TA–2.
c. A named transfer agent that engaged a
service company to perform some but not all
of its transfer agent functions during the
reporting period must complete all of Form
TA–2 but should enter zero (0) for those
questions that relate to functions performed
by the service company on behalf of the
named transfer agent.
2. The date on which any filing is actually
received by the SEC is the transfer agent’s
filing date provided that the filing complies
with all applicable requirements. A Form
TA–2 or an amended Form TA–2 which is
not completed properly may be suspended as
not acceptable for filing. Acceptance of this
Form, however, does not mean that the
Commission has found that it has been filed
as required or that the information submitted
therein is true, correct or complete.
C. How to File. Transfer agents file Form
TA–2 electronically on EDGAR. Transfer
agents should refer to the EDGAR Filer
Manual, which is available on the SEC’s Web
site http://www.sec.gov, for the technical
instructions for preparing forms using
EDGARLiteTM and for filing on EDGAR as
well as for the computer hardware and
software requirements.
Transfer agents that are granted a hardship
exemption from electronic filing under Rule
202 of Regulation S–T, 17 CFR 232.202, will
be provided with instructions on how and
where to file a paper Form TA–2.
A transfer agent that wishes to include a
cover letter or other correspondence may do
so by including the document as an
electronic attachment to the form.
D. EDGAR Access. Before transfer agents
file on EDGAR they must obtain access to
EDGAR. Transfer agents should refer to the
EDGAR Filer Manual, Volume I (General
Instructions) for information on accessing
EDGAR.
E. Amending Form TA–2. Transfer agents
may amend Form TA–2 at any time to correct
errors in the information reported therein.
1. A transfer agent may amend Form TA–
2 by selecting the submission type
‘‘Amendment’’ on Form TA–2. The transfer
agent may use a saved electronic version of
a previously filed Form TA–2 or an amended
Form TA–2 as a template for the amended
filing. For instructions on using a saved form
as a template for an amended filing transfer
agents should refer to the EDGAR Filer
Manual.
2. All fields that are required to be
completed on the transfer agent’s Form TA–
2 must be completed on the amended Form
TA–2 with the transfer agent amending only
those answers for which it needs to correct
an error.
F. Records. Each transfer agent must keep
an exact copy of any filing for its records.
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Transfer agents should refer to 17 CFR
240.17Ad–6 and 240.17Ad–7 for information
regarding the recordkeeping rules for transfer
agents.
G. Execution of Form TA–2 and
Amendments Thereto. A duly authorized
official or a principal of the transfer agent
shall execute Form TA–2 by providing an
electronic signature pursuant to Rule 301,
Signatures, of Regulation S–T, 17 CFR 301.
The official or principal of the transfer agent
must provide his or her full name in typed
format in the signature box of the form and
must manually sign a signature page or other
document authenticating, acknowledging, or
otherwise adopting his or her signature that
appears in typed form within the electronic
filing. The signature page or other such
document shall be signed at or before the
time the electronic filing is made, shall be
retained by the transfer agent for a period of
five years, and shall be made available to the
Commission or its staff upon request.
II. Special Instructions for Filing Form TA–
2
A. Electronic Filing. Beginning January 11,
2007, all transfer agent forms (Form TA–1,
Form TA–2, and Form TA–W) filed with the
SEC must be filed electronically on EDGAR.
Transfer agents that are registered with the
SEC must refile electronically the
information on their Form TA–1, as
amended, with the SEC on an amended Form
TA–1. The SEC will not accept a Form TA–
2 from transfer agents that are registered with
the SEC until such transfer agents have filed
an electronic amended Form TA–1.
B. Exemptions from Electronic Filing. The
SEC may in limited cases grant an exemption
from electronic filing where the filer can
show that an electronic filing requirement
creates an unreasonable burden or expense.
Transfer agents should refer to Rule 202 of
Regulation S–T, 17 CFR 232.202, and to the
SEC’s Web site for information on applying
for a hardship exemption.
C. Report of Transfer Agent Activities.
Transfer agents must provide full and
complete responses in the appropriate
format.
1. Information relating to electronic filing.
As an EDGAR filer, the transfer agent is
required to provide the following:
a. Whether the form is a ‘‘live’’ or ‘‘test’’
filing submission;
b. Whether the transfer agent would like a
Return Copy of the filing;
c. The transfer agent’s CIK;
d. The transfer agent’s CCC;
e. The contact e-mail address for the
transfer agent; and
f. The notification e-mail address(es) for
the transfer agent regarding the status of the
submission.
For more information regarding the above
requirements see the EDGAR Filer Manual,
Volume I (General Requirements). A transfer
agent that is granted a continuing hardship
exemption pursuant to Rule 202 of
Regulation S–T, 17 CFR 232.202, need only
provide its CIK.
2. Indicate the calendar year for which
Form TA–2 is filed. A transfer agent
registered on December 31 shall file Form
TA–2 by the following March 31 even if the
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transfer agent conducted business for less
than the entire reporting period.
3. In answering Question 4.a., indicate the
number of items received for transfer during
the reporting period. Omit the purchase and
redemption of open-end investment company
shares. Report those items in response to
Question 10.
4. In answering Questions 5 and 6, include
closed-end investment company securities in
the corporate equity securities category.
a. In answering Question 5.a., include
Direct Registration System, dividend
reinvestment plan and/or direct purchase
plan accounts in the total number of
individual securityholder accounts
maintained.
b. In answering Question 5.b., include
dividend reinvestment plan and/or direct
purchase plan accounts only.
c. In answering Question 5.c., include
Direct Registration System accounts only.
d. In answering Question 5.d., include
American Depositary Receipts (ADRs) in the
corporate equity or corporate debt category,
as appropriate, and include dividend
reinvestment plan and/or direct purchase
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plan accounts in the corporate equity or
open-end investment company securities
category.
e. In answering Question 6, debt securities
are to be counted as one issue per CUSIP
number. Open-end investment company
securities portfolios are to be counted as one
issue per CUSIP number.
5. In answering Question 7.c., exclude
coupon payments and transfers of record
ownership as a result of corporate actions.
6. In answering Question 10, exclude non-
value transactions such as name or address
changes.
7. In answering Question 11.b., include
only those accounts held by securityholders
that are defined as lost by Rule 17Ad–17, 17
CFR 240.17Ad–17, when the underlying
securities (i.e., not just dividends and
interest) have been remitted to the states.
III. Notice
SEC’s Collection of Information: An agency
may not conduct or sponsor, and a person is
not required to respond to, a collection of
information unless it displays a currently
valid control number. Under Sections 17,
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17A(c) and 23(a) of the Act and the rules and
regulations thereunder, the SEC is authorized
to solicit from registered transfer agents the
information required to be supplied on Form
TA–2. The filing of this Form is mandatory
for all registered transfer agents. The
information will be used for the principal
purpose of regulating registered transfer
agents but may be used for all routine uses
of the SEC or of the ARAs. Information
supplied on this Form will be included
routinely in the public files of the ARAs and
will be available for inspection by any
interested person. Any member of the public
may direct to the SEC any comments
concerning the accuracy of the burden
estimate on the application facing page of
this Form, and any suggestions for reducing
this burden. The Office of Management and
Budget has reviewed this collection of
information in accordance with the clearance
requirements of 44 U.S.C. 3507.
[FR Doc. 06–9600 Filed 12–11–06; 8:45 am]
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